Approximate Date of Proposed Public Offering:
As soon
as practicable after the effective date of this registration statement.

IT
IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)

o

Immediately
upon filing pursuant to paragraph (b)

o

On [date]
pursuant to paragraph (b)

o

60 days
after filing pursuant to paragraph (a)(1)

o

On [date]
pursuant to paragraph (a)(1)

x

75 days
after filing pursuant to paragraph (a)(2)

o

On [date]
pursuant to paragraph (a)(2) of rule 485

The information in this Prospectus is not complete
and may be changed. The Trust may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This Prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any jurisdiction where the offer
or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated January 7, 2011

[LOGOS]

Market Vectors CM Commodity Index ETF
( )

[ ], 2011

Principal U.S. Listing Exchange for the Fund: NYSE Arca, Inc.

The U.S. Securities and Exchange Commission
(SEC) has not approved or disapproved these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary
is a criminal offense. Shares of the Fund (Shares) are not guaranteed or
insured by the Federal Deposit Insurance Corporation or any other agency of
the U.S. Government, nor are Shares deposits or obligations of any bank. Such
Shares in the Fund involve investment risks, including the loss of principal.

The Market Vectors CM
Commodity Index ETF (the Fund) seeks to track, before fees and expenses, the
performance of the UBS Bloomberg Constant Maturity Commodity Total Return Index
(the Index).

Fund Fees and Expenses

This
table describes the fees and expenses that you may pay if you buy and hold
Shares of the Fund. When buying or selling Shares through a broker, you will
incur customary brokerage commissions and charges, which are not reflected in
the table.

Annual Fund Operating Expenses (expenses that you
pay each year as a percentage of the value of your investment)

Other Expenses are based
on estimated amounts for the current fiscal year.

(b)

The Adviser has agreed to
waive fees and/or pay Fund expenses to the extent necessary to prevent the
operating expenses of the Fund (excluding interest expense, offering costs,
trading expenses, taxes and extraordinary expenses) from exceeding ___% of
the Funds average daily net assets per year until at least __________, 2012.
During such time, the expense limitation is expected to continue until the
Funds Board of Trustees acts to discontinue all or a portion of such expense
limitation.

Expense Example

This example
is intended to help you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. This example does not take into account
brokerage commissions that you pay when purchasing or selling Shares of the
Fund.

The example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your Shares at the end of those periods. The example also
assumes that your investment has a 5% annual return and that the Funds
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:

1 YEAR

3 YEARS

$

$

Portfolio Turnover

The Fund will
pay transaction costs, such as commissions, when it purchases and sells
securities (or turns over its portfolio). A higher portfolio turnover will
cause the Fund to incur additional transaction costs and may result in higher
taxes when Fund Shares are held in a taxable account.

3

These costs,
which are not reflected in annual fund operating expenses or in the example,
may affect the Funds performance. Because the Fund is newly organized, no
portfolio turnover figures are available.

Principal Investment Strategies

The Fund seeks to achieve
its investment objective by investing in instruments that derive their value
from the performance of the UBS Bloomberg Constant Maturity Commodity Total
Return Index, as described below, and in bonds, debt securities and other fixed
income instruments (Fixed Income Instruments) issued by various U.S. public-
or private-sector entities. The Fund invests in commodity-linked derivative
instruments, including commodity index-linked notes, swap agreements, commodity
futures contracts and options on futures contracts that provide economic exposure
to the investment returns of the commodities markets, as represented by the
Index and its constituents. Commodities are assets that have tangible
properties, such as oil, metals, and agricultural products. A commodity-linked
derivative is a derivative instrument whose value is linked to the movement of
a commodity, commodity index, commodity option or futures contract. The value
of commodity-linked derivative instruments may be affected by overall market
movements and other factors affecting the value of a particular industry or
commodity, such as weather, disease, embargoes, or political and regulatory
developments.

The Index is a rules-based,
composite benchmark index diversified across 26 commodities from the following
five sectors: energy, precious metals, industrial metals, agriculture and
livestock. The Index is comprised of futures contracts with maturities ranging
from around three months to over three years for each commodity, depending on
liquidity. The overall return of the Index reflects a combination of (i) the
returns on the futures contracts comprising the Index; and (ii) the daily
fixed-income return that would be earned on a hypothetical portfolio of 91-day
U.S. Treasury bills theoretically deposited as margin for the hypothetical positions
in the futures contracts comprising the Index. The selection and relative
weightings of the components of the Index are designed to reflect the economic
significance and market liquidity of each commodity, as determined based on
global economic data, consumption data, commodity futures prices, open interest
and volume data. The maturity of each commodity component in the Index remains
fixed at a predefined time interval at all times by means of a continuous
rolling process, in which a weighted percentage of shorter dated contracts for
each commodity are swapped for longer dated contracts on a daily basis. The
Index is rebalanced monthly back to the target weightings of the commodity
components of the Index and the target weightings of all commodity components
are revised twice per year.

The Fund will seek to track
the returns of the Index by entering into swap contracts and commodity
index-linked notes with one or more counterparties, which contracts and notes
will rise and fall in value in response to changes in the value of the Index.
As of the date of this prospectus, UBS was the only available counterparty with
which the Fund may enter into such swap contracts on the Index. The Fund may
enter into such contracts and notes directly or indirectly through a
wholly-owned subsidiary of the Fund (the Subsidiary). Commodity index-linked
notes are derivative debt instruments with principal and/or coupon payments
linked to the performance of commodity indices (such as the Index). These
commodity index-linked notes are sometimes referred to as structured notes
because the terms of these notes may be structured by the issuer and the
purchaser of the note. The Fund may also seek to gain exposure to the
individual commodity components of the Index by investing in futures contracts
that comprise the Index, either directly or indirectly through the Subsidiary.

4

The Fund, using a passive
or indexing investment approach, attempts to approximate the investment
performance of the Index. The Adviser expects that, over time, the correlation
between the Funds performance and that of the Index before fees and expenses
will be 95% or better. A figure of 100% would indicate perfect
correlation.

For tax reasons, it may be
advantageous for the Fund to create and maintain its exposure to the commodity
markets, in whole or in part, by investing in the Subsidiary. The Subsidiary
has the same investment objective as the Fund and the portfolio of the
Subsidiary is managed by the Adviser for the exclusive benefit of the Fund. As
discussed in greater detail elsewhere in this prospectus, the Subsidiary
(unlike the Fund) may invest without limitation in commodity-linked swap
agreements and other commodity-linked derivative instruments including futures.
The Fund may invest up to 25% of its assets in the Subsidiary.

The derivative instruments
in which the Fund and the Subsidiary primarily intend to invest are instruments
linked to commodity indices, such as the Index, and instruments linked to the
value of a particular commodity or commodity futures contract, or a subset of
commodities or commodity futures contracts. These instruments may specify
exposure to commodity futures with different roll dates, reset dates or
contract months than those specified by a particular commodity index. As a
result, the commodity-linked derivatives component of the Funds portfolio may
deviate from the returns of any particular commodity index. The Fund or the
Subsidiary may over-weight or under-weight its exposure to a particular
commodity index, or a subset of commodities, such that the Fund has greater or
lesser exposure to that index than the value of the Funds net assets, or
greater or lesser exposure to a subset of commodities than is represented by a
particular commodity index. Such deviations may be the result of temporary
market fluctuations, and under normal circumstances, the Fund will seek to
maintain notional exposure to one or more commodity indices within 5% (plus or
minus) of the value of the Funds net assets. To the extent the Index is
concentrated in a particular industry (or one or more commodities that comprise
an industry) the Fund will necessarily be concentrated in that industry.

Assets not invested in
commodity-linked derivative instruments or the Subsidiary may be invested in Fixed
Income Instruments, including derivative Fixed Income Instruments. The Fund is
non-diversified, which means that it may invest its assets in a smaller number
of issuers than a diversified fund.

The average duration of the
portfolio of Fixed Income Instruments will vary based on interest rates and,
under normal market conditions, is not expected to exceed five years. Duration
is a measure of the expected life of a fixed income security that is used to
determine the sensitivity of a securitys price to changes in interest rates.
The longer a securitys duration, the more sensitive it will be to changes in
interest rates. Similarly, a fund with a longer average portfolio duration will
be more sensitive to changes in interest rates than a fund with a shorter
average portfolio duration. By way of example, the price of a bond fund with an
average duration of five years would be expected to fall approximately 5% if
interest rates rose by one percentage point. The Fund will invest primarily in
securities of the U.S. Government and its agencies and investment grade bonds
of private issuers rated Baa or higher or, if unrated, determined by the
Adviser to be of comparable quality. The Fund may, without limitation, seek to
obtain market exposure to the securities in which it primarily invests by
entering into a series of purchase and sale contracts or by using other
investment techniques (such as buy back or dollar rolls, repurchase agreements
or reverse repurchase agreements). The Fund may also invest, without limitation,
in money market funds.

5

Principal Risks of Investing in the Fund

Investors in the Fund should be
willing to accept a high degree of volatility in the price of the Funds Shares
and the possibility of significant losses. An investment in the Fund involves a
substantial degree of risk. Therefore, you should consider carefully the
following risks before investing in the Fund.

Cash Transactions. Unlike most other ETFs, the Fund expects to
effect creations and redemptions for cash, rather than in-kind securities. As a
result, an investment in the Fund may be less tax-efficient than an investment
in a more conventional ETF.

Commodities and Commodity-Linked Derivatives. Exposure to the commodities markets, such as
precious metals, industrial metals, gas and other energy products and natural
resources, may subject the Fund to greater volatility than investments in
traditional securities. The commodities markets may fluctuate widely based on a
variety of factors including changes in overall market movements, political and
economic events and policies, war, acts of terrorism, natural disasters, and
changes in interest rates or inflation rates. Because the value of a
commodity-linked derivative instrument and structured note typically are based
upon the price movements of physical commodities, the value of these securities
will rise or fall in response to changes in the underlying commodities or
related index of investment.

Counterparty. A loss may be sustained as a result of the failure of another party to
a contract (usually referred to as a counterparty) to make required payments
or otherwise comply with a contracts terms. The Fund also bears the risk of
loss of the amount expected to be received under a swap agreement in the event
of the default or bankruptcy of a swap agreement counterparty. In addition, the
Fund may enter into swap agreements with a limited number of counterparties,
and as of the date of this prospectus, UBS was the only available counterparty
with which the Fund may enter into such swap contracts on the Index. The Fund
may invest in commodity-linked structured notes issued by a limited number of
issuers that will act as counterparties. The Funds use of one or a limited
number of counterparties and its investments in commodity-linked structured
notes issued by only a limited number of issuers increases the Funds exposure
to counterparty credit risk. Swap agreements also may be considered to be
illiquid. Further, there is a risk that no suitable counterparties are willing
to enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its investment objective.

Debt Securities. Debt securities are subject to credit risk and interest rate risk.
Credit risk refers to the possibility that the issuer of a debt security will
be unable to make interest payments or repay principal when it becomes due.
Interest rate risk refers to fluctuations in the value of a debt security
resulting from changes in the general level of interest rates.

Derivatives. The use of swap agreements, options, futures contracts and structured
notes, presents risks different from, and possibly greater than, the risks
associated with investing directly in traditional securities. The use of
derivatives can lead to losses because of adverse movements in the price or
value of the underlying security, commodity, asset, index or reference rate.
Derivative strategies often involve leverage, which may exaggerate a loss,
potentially causing the Fund to lose more money than it would have lost had it
invested in the underlying security. Also, a liquid secondary market may not
always exist for the Funds derivative positions at times when the Fund might
wish to terminate or sell such positions and over the counter instruments may be
illiquid.

6

Industry Concentration. The Fund may be subject to greater risks and
market fluctuations than a fund whose portfolio has exposure to a broader range
of industries. The Fund may be susceptible to financial, economic, political or
market events, as well as government regulation, impacting a particular
industry.

Market. Market risk refers to the risk that the market prices of securities,
commodities and related instruments that the Fund holds will rise or fall,
sometimes rapidly or unpredictably. In general, equity securities and
commodities tend to have greater price volatility than debt securities.

Non-Diversification. A non-diversified funds greater investment in a single issuer makes
the fund more susceptible to financial, economic or market events impacting
such issuer. A decline in the value of or default by a single security in the
non-diversified funds portfolio may have a greater negative effect than a
similar decline or default by a single security in a diversified portfolio.

Regulatory. Changes in the laws of and government regulation by the United States
and/or the Cayman Islands, under which the Fund and the Subsidiary,
respectively, are organized, could adversely affect the operations of the Fund
and/or the Subsidiary and impair the ability of the Fund to achieve its
investment objective.

Repurchase and Reverse Repurchase Agreements. A repurchase agreement exposes the Fund to
the risk that the party that sells the security may default on its obligation
to repurchase it. The Fund may lose money if it cannot sell the security at the
agreed-upon time and price or the security loses value before it can be sold. A
reverse repurchase agreement involves the risk that the market value of the
securities the Fund is obligated to repurchase under the agreement may decline
below the repurchase price.

Subsidiary. By investing in the Subsidiary, the Fund is indirectly exposed to the
risks associated with the Subsidiarys investments. There is no guarantee that
the investment objective of the Subsidiary will be achieved.

Tracking Error. The Funds return may not match the return of the Index due to, among
other factors, the Fund incurring operating expenses, and not being fully
invested at all times as a result of cash inflows and cash reserves to meet
redemptions.

Performance

The Fund has not yet
commenced operations and therefore does not have a performance history. Once
available, the Funds performance information will be accessible on the Funds
website at vaneck.com/etf.

Portfolio Management

Investment Adviser.
Van Eck Associates Corporation.

Portfolio Manager.
The following individual is responsible for the day-to-day management of the
Funds portfolio:

Name

Title with Adviser

Date Began Managing the Fund

Michael Mazier

Portfolio Manager

Since inception

7

Purchase and Sale of Fund Shares

The Fund issues and redeem
Shares at NAV only in a large specified number of Shares each called a
Creation Unit, or multiples thereof. A Creation Unit consists of 50,000
Shares.

Individual
Shares of the Fund may only be purchased and sold in secondary market
transactions through brokers. Shares of the Fund are expected to be approved
for listing, subject to notice of issuance, on NYSE Arca, Inc.
(NYSE Arca) and because Shares will trade at market prices rather than
NAV, Shares of the Fund may trade at a price greater than or less than NAV.

Tax Information

The Funds distributions are
taxable and will generally be taxed as ordinary income or capital gains.

8

ADDITIONAL INFORMATION ABOUT THE
FUNDS INVESTMENT STRATEGIES AND RISKS

Investment Objective

The Market Vectors CM
Commodity Index ETF seeks to track, before fees and expenses, the performance
of the UBS Bloomberg Constant Maturity Commodity Total Return Index.

The Funds investment
objective is non-fundamental and may be changed by the Board of Trustees
without shareholder approval. The Fund has adopted a policy that requires the
Fund to provide shareholders with 60 days prior written notice before its
investment objective can be changed (to the extent practicable).

Additional Investment Strategies

Investing Defensively

The Fund may take temporary defensive positions in
anticipation of or in an attempt to respond to adverse market, economic,
political or other conditions. Such a position could have the effect of
reducing any benefit the Fund may receive from a market increase.

Securities Lending

The Fund may lend its securities as permitted under
the 1940 Act, including by participating in securities lending programs managed
by broker-dealers or other institutions. Securities lending allows the Fund to
retain ownership of the securities loaned and, at the same time, earn
additional income. The borrowings must be collateralized in full with cash,
U.S. government securities or high-quality letters of credit.

The Fund could experience delays and costs in
recovering the securities loaned or in gaining access to the securities lending
collateral. If the Fund is not able to recover the securities loaned, the Fund
may sell the collateral and purchase a replacement investment in the market.
The value of the collateral could decrease below the value of the replacement
investment by the time the replacement investment is purchased. Cash received
as collateral and which is invested is subject to market appreciation and
depreciation.

Risks of Investing in the Fund

Investors in the Fund should be
willing to accept a high degree of volatility in the price of the Funds Shares
and the possibility of significant losses. An investment in the Fund involves a
substantial degree of risk. Therefore, you should consider carefully the
following risks before investing in the Fund.

COMMODITIES
AND COMMODITY-LINKED DERIVATIVES

Definition

Commodities include
precious metals (such as gold, silver, platinum and palladium in the form of
bullion and coins), industrial metals, gas and other energy products and
natural resources. The value of a commodity-linked derivative investment
generally is based upon the price movements of a physical commodity (such as
energy, mineral, or agricultural products), a

9

commodity futures contract
or commodity index, or other economic variable based upon changes in the
value of commodities or the commodities markets. The Fund may seek exposure
to the commodity markets through investments in leveraged or unleveraged
commodity-linked or index-linked notes, which are derivative debt instruments
with principal and/or coupon payments linked to the value of commodities,
commodity futures contracts or the performance of commodity indices. These
notes are sometimes referred to as structured notes because the terms of
these notes may be structured by the issuer and the purchaser of the note.

Risk

Exposure to the
commodities markets may subject the Fund to greater volatility than
investments in traditional securities. The commodities markets may fluctuate
widely based on a variety of factors including changes in overall market
movements, political and economic events and policies, war, acts of terrorism
and changes in interest rates or inflation rates. Prices of various
commodities may also be affected by factors such as drought, floods, weather,
embargoes, tariffs and other regulatory developments. The prices of
commodities can also fluctuate widely due to supply and demand disruptions in
major producing or consuming regions. Certain commodities may be produced in
a limited number of countries and may be controlled by a small number of
producers. As a result, political, economic and supply related events in such
countries could have a disproportionate impact on the prices of such
commodities.

Commodity-Linked
Structured Securities. Because the value of a commodity-linked derivative instrument
typically is based upon the price movements of a physical commodity, the
value of the commodity-linked derivative instrument may be affected by
changes in overall market movements, commodity index volatility, changes in
interest rates, or factors affecting a particular industry. The value of these
securities will rise or fall in response to changes in the underlying
commodity or related index of investment.

Structured
Notes. Structured
notes expose the Fund economically to movements in commodity prices. The
performance of a structured note is determined by the price movement of the
commodity underlying the note. A highly liquid secondary market may not exist
for structured notes, and there can be no assurance that one will develop.
These notes are often leveraged, increasing the volatility of each notes
market value relative to changes in the underlying commodity, commodity
futures contract or commodity index.

COUNTERPARTY

Definition

A counterparty is the
other party that participates in a transaction, e.g. the other party to a contract.

Risk

The Fund may invest in
financial instruments involving counterparties for the purpose of attempting
to gain exposure to a particular group of securities, commodities or asset
class without actually purchasing those securities or investments, or to
hedge a position. Such financial instruments include, but are not limited to
total return, index, interest rate, and credit default swap

10

agreements, and structured
notes. The Fund will use counterparty agreements to exchange the returns (or
differentials in rates of return) earned or realized in particular
predetermined investments or instruments. The Fund will not enter into any
agreement involving a counterparty unless the Adviser believes that the other
party to the transaction is creditworthy. A loss may be sustained as a result
of the failure of a counterparty to make required payments or otherwise
comply with a contracts terms.

The use of swap agreements
and structured notes involves risks that are different from those associated
with ordinary portfolio securities transactions. For example, the Fund bears
the risk of loss of the amount expected to be received under a swap agreement
in the event of the default or bankruptcy of a swap agreement counterparty.
The Fund may enter into swap agreements with a limited number of
counterparties, and as of the date of this prospectus, UBS was the only
available counterparty with which the Fund may enter into such swap
agreements on the Index. The Fund may invest in commodity-linked structured
notes issued by a limited number of issuers that will act as counterparties.
The Funds use of one or a limited number of counterparties and its
investments in commodity-linked structured notes issued by only a limited
number of issuers increases the Funds exposure to counterparty credit risk.
Swap agreements also may be considered to be illiquid. Further, there is a
risk that no suitable counterparties are willing to enter into, or continue
to enter into, transactions with the Fund and, as a result, the Fund may not
be able to achieve its investment objective.

DEBT
SECURITIES

Definition

Debt securities may
include bonds and other forms of debentures or obligations. When an issuer
sells debt securities, it sells them for a certain price, and for a certain
term. Over the term of the security, the issuer promises to pay the buyer a
certain rate of interest, then to repay the principal at maturity. Debt
securities are also bought and sold in the a secondary market  that is,
they are traded by people other than their original issuers.

Risk

Debt securities are
subject to credit risk and interest rate risk. Credit risk refers to the
possibility that the issuer of a debt security will be unable to make
interest payments or repay principal when it becomes due. Various factors
could affect the issuers ability to make timely interest or principal
payments, including changes in the issuers financial condition or in general
economic conditions. Interest rate risk refers to fluctuations in the value
of a debt security resulting from changes in the general level of interest
rates. When the general level of interest rates rise, the value of debt
securities will tend to fall, and if interest rates fall, the values of debt
securities will tend to rise. Changes in the value of a debt security usually
will not affect the amount of income the Fund receives from it but may affect
the value of the Funds shares.

forwards and structured
notes, whose values are derived, at least in part, from the value of one or
more indicators, such as a security, asset, index or reference rate.

Risk

The use of derivatives
presents risks different from, and possibly greater than, the risks
associated with investing directly in traditional securities. The use of
derivatives can lead to losses because of adverse movements in the price or
value of the underlying security, commodity, asset, index or reference rate,
which may be magnified by certain features of the derivatives. Derivative
strategies often involve leverage, which may exaggerate a loss, potentially causing
the Fund to lose more money than it would have lost had it invested in the
underlying security. The values of derivatives may move in unexpected ways,
especially in unusual market conditions, and may result in increased
volatility, among other consequences. The use of derivatives may also
increase the amount of taxes payable by shareholders. Other risks arise from
the Funds potential inability to terminate or sell derivative positions. A
liquid secondary market may not always exist for the Funds derivative
positions at times when the Fund might wish to terminate or sell such
positions. Over the counter instruments (investments not traded on an
exchange) may be illiquid, and transactions in derivatives traded in the
over-the counter market are subject to the risk that the other party will not
meet its obligations. The use of derivatives also involves the risk of
mispricing or improper valuation and that changes in the value of the
derivative may not correlate perfectly with the underlying security, asset,
index or reference rate.

Futures
Contracts. Futures
contracts and options on futures contracts provide for the future sale by one
party and purchase by another party of a specified amount of a specific
security at a specified future time and at a specified price. An option on a
futures contract gives the purchaser the right, in exchange for a premium, to
assume a position in a futures contract at a specified exercise price during
the term of the option. Index futures are futures contracts for various
indices that are traded on registered securities exchanges.

Options. The buyer of an option acquires the right
to buy (a call option) or sell (a put option) a certain quantity of a
security (the underlying security) or instrument at a certain price up to a
specified point in time. The seller or writer of an option is obligated to
sell (a call option) or buy (a put option) the underlying security. When
writing (selling) call options on securities, the Fund may cover its
positions by owning the underlying security on which the option is written or
by owning a call option on the underlying security. Alternatively, the Fund
may cover its positions by maintaining, in a segregated account, cash or
liquid securities equal in value to the exercise price of the call options
written by the Fund.

The risks associated with
the Funds use of futures and options contracts include:



The Fund experiencing
losses that exceed losses experienced by funds that do not use futures contracts
and options.

12



There may be an imperfect
correlation between the changes in market value of the securities held by the
Fund and the prices of futures and options on futures.



Due to market conditions,
there may not always be a liquid secondary market for a futures contract. As
a result, the Fund may be unable to close out its futures contracts at a time
which is advantageous.



Trading restrictions or
limitations may be imposed by an exchange, and government regulations may
restrict trading in futures contracts and options.



Because option premiums
paid or received by the Fund are small in relation to the market value of the
investments underlying the options, buying and selling put and call options
can be more speculative than investing directly in securities.

INDUSTRY
CONCENTRATION

Definition

To the extent the Index is
concentrated in a particular industry the Fund will necessarily be
concentrated in that industry.

Risk

The Fund may be subject to
greater risks and market fluctuations than a fund whose portfolio has
exposure to a broader range of industries. The Fund may be susceptible to
financial, economic, political or market events, as well as government
regulation, impacting a particular industry.

MARKET

Definition

An investment in the Fund
involves market risk the risk that the prices of securities, commodities
and related instruments will rise or fall.

Risk

Market risk refers to the
risk that the market prices of securities, commodities and related
instruments that the Fund holds will rise or fall, sometimes rapidly or
unpredictably. Security prices may decline over short or even extended
periods not only because of company-specific developments but also due to an
economic downturn, a change in interest or currency rates or a change in
investor sentiment. In general, equity securities and commodities tend to
have greater price volatility than debt securities.

NON-DIVERSIFICATION

Definition

A non-diversified fund may
invest a larger portion of its assets in a single issuer. A diversified
fund is required by the 1940 Act, generally, with respect to 75% of its total
assets, to invest not more than 5% of such assets in the securities of a
single issuer.

Risk

A non-diversified funds
greater investment in a single issuer makes the fund more susceptible to
financial, economic or market events impacting such issuer. A decline in the
value of or default by a single security in the non-diversified funds portfolio
may have a greater negative effect than a similar

13

decline or default by a
single security in a diversified portfolio.

REGULATORY

Definition

The Fund and the
Subsidiary are subject to the laws and regulated by the governments of the
United States and/or the Cayman Islands, respectively.

Risk

Changes in the laws of and
government regulation by the United States and/or the Cayman Islands, under
which the Fund and the Subsidiary, respectively, are organized, could adversely
affect the operations of the Fund and/or the Subsidiary and impair the
ability of the Fund to achieve its investment objective.

REPURCHASE
AND REVERSE REPURCHASE AGREEMENTS

Definition

In a repurchase agreement,
the Fund acquires a security for a short time while agreeing to sell it back
at a designated price and time. The agreement creates a fixed rate of return
not subject to market fluctuations. In a reverse repurchase agreement, the
Fund sells a security subject to the obligation of a buyer to resell and a
Fund to repurchase such security at a fixed time and price. The Fund enters
into these agreements generally with member banks of the Federal Reserve
System or certain non-bank dealers; these counterparties collateralize the
transaction.

Risk

A repurchase agreement
exposes the Fund to the risk that the party that sells the security may
default on its obligation to repurchase it. The Fund may lose money if it
cannot sell the security at the agreed-upon time and price or the security
loses value before it can be sold. A reverse repurchase agreement involves
the risk that the market value of the securities the Fund is obligated to
repurchase under the agreement may decline below the repurchase price. In the
event the buyer of securities under a reverse repurchase agreement files for
bankruptcy or becomes insolvent, the Funds use of proceeds of the agreement
may be restricted pending a determination by the other party, or its trustee
or receiver, whether to enforce the Funds obligation to repurchase the
securities.

SUBSIDIARY

Definition

By investing in the
Subsidiary, the Fund is indirectly exposed to the risks associated with the
Subsidiarys investments. The derivatives and other investments held by the
Subsidiary are generally similar to those that are permitted to be held by
the Fund and are subject to the same risks that apply to similar investments
if held directly by the Fund. These risks are described elsewhere in this
prospectus. There can be no assurance that the investment objective of the
Subsidiary will be achieved.

Risk

The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this
prospectus, is not subject to all the investor protections of the

14

1940 Act. In
addition, changes in the laws of the United States and/or the Cayman Islands
could result in the inability of the Fund and/or the Subsidiary to operate as
described in this prospectus and the SAI and could adversely affect the Fund.

TRACKING ERROR

Definition

The Funds
investment objective is to seek to track, before fees and expenses, the
performance of the Index.

Risks

The Funds
return may not match the return of the Index due to, among other factors, the
Fund incurring operating expenses, and not being fully invested at all times
as a result of cash inflows and cash reserves to meet redemptions.

Additional Risks

Absence of Prior
Active Market. The Fund is a newly organized series of
an investment company and thus has no operating history. While the Funds
Shares are expected to be listed on NYSE Arca, there can be no assurance that
active trading markets for the Shares will develop or be maintained. Van Eck
Securities Corporation, the distributor of the Funds Shares (the
Distributor), does not maintain a secondary market in the Shares.

Cash Transactions. Unlike
most other ETFs, the Fund expects to effect creations and redemptions for cash,
rather than in-kind securities. As a result, an investment in the Fund may be
less tax-efficient than an investment in a more conventional ETF. Other ETFs
generally are able to make in-kind redemptions and avoid being taxed on gain on
the distributed portfolio securities at the Fund level. Because the Fund
currently intends to effect redemptions for cash, rather than in-kind
distributions, it may be required to sell portfolio securities in order to
obtain the cash needed to distribute redemption proceeds, which involves
transaction costs. If the Fund recognizes gain on these sales, this generally
will cause the Fund to recognize gain it might not otherwise have recognized if
it were to distribute portfolio securities in-kind, or to recognize such gain
sooner than would otherwise be required. The Fund generally intends to
distribute these gains to shareholders to avoid being taxed on this gain at the
Fund level and otherwise comply with the special tax rules that apply to it.
This strategy may cause shareholders to be subject to tax on gains they would
not otherwise be subject to, or at an earlier date than, if they had made an
investment in a different ETF. Moreover, cash transactions may have to be
carried out over several days if the securities market is relatively illiquid
and may involve considerable brokerage fees and taxes. These brokerage fees and
taxes, which will be higher than if the Fund sold and redeemed its shares
principally in-kind, will be passed on to purchasers and redeemers of Creation
Units in the form of creation and redemption transaction fees. See Creation
and Redemption of Creation Units in the Funds SAI. In addition, these factors
may result in wider spreads between the bid and the offered prices of the
Funds Shares than for more conventional ETFs.

Fluctuation of NAV. The NAV of the Shares will fluctuate with changes in the market value of the
Funds holdings. The market prices of Shares will fluctuate in accordance with
changes in NAV and supply and demand on NYSE Arca. The Adviser cannot predict
whether Shares will trade below, at or above their NAV. Price differences may
be due, in large part, to the fact that supply and demand forces at work in the
secondary trading market for Shares will be closely related to, but not
identical to, the same forces influencing the prices of the securities of the
Funds Index trading individually or in the aggregate at any point in time.
However, given that

15

Shares can be
created and redeemed daily in Creation Units at NAV (unlike shares of
closed-end funds, which frequently trade at appreciable discounts from, and
sometimes at premiums to, their NAV), the Adviser believes that large discounts
or premiums to the NAV of the Shares are not likely to be sustained over the
long-term. In addition, disruptions to creations and redemptions or the
existence of extreme market volatility may result in trading prices that differ
significantly from NAV. If a shareholder purchases Shares at a time when the
market price is at a premium to the NAV or sells Shares at a time when the
market price is at a discount to the NAV, the shareholder may sustain losses.

Trading Issues. Trading in Shares on NYSE Arca may be halted due to market conditions or for
reasons that, in the view of NYSE Arca, make trading in Shares inadvisable. In
addition, trading in Shares on NYSE Arca is subject to trading halts caused by
extraordinary market volatility pursuant to NYSE Arcas circuit breaker
rules. There can be no assurance that the requirements of NYSE Arca necessary
to maintain the listing of the Fund will continue to be met or will remain
unchanged.

PORTFOLIO HOLDINGS

A description
of the Funds policies and procedures with respect to the disclosure of the
Funds portfolio is available in the Funds SAI.

MANAGEMENT OF THE FUND

Board of Trustees.
The Board of Trustees of the Trust has responsibility for the general oversight
of the management of the Fund, including general supervision of the Adviser and
other service providers, but is not involved in the day-to-day management of
the Trust. A list of the Trustees and the Trust officers, and their present
positions and principal occupations, is provided in the Funds SAI.

Investment Adviser.
Under the terms of an Investment Management Agreement between the Trust and Van
Eck Associates Corporation with respect to the Fund (the Investment Management
Agreement), Van Eck Associates Corporation serves as the adviser to the Fund
and, subject to the supervision of the Board of Trustees, will be responsible
for the day-to-day investment management of the Fund. As of December 31, 2010,
the Adviser managed approximately $[ ] billion in assets. The Adviser has been
an investment adviser since 1955 and also acts as adviser or sub-adviser to
other ETFs, mutual funds, hedge funds, pension plans and other investment
accounts. The Advisers principal business address is 335 Madison Avenue, 19th
Floor, New York, New York 10017.

A discussion
regarding the Board of Trustees approval of the Investment Management
Agreement is available in the Trusts semi-annual report for the period ended
June 30, 2011.

For the
services provided to the Fund under the Investment Management Agreement, the
Fund will pay the Adviser monthly fees based on a percentage of the Funds
average daily net assets at the annual rate of ___%. From time to time, the
Adviser may waive all or a portion of its fee. Until at least __________, the
Adviser has agreed to waive fees and/or pay Fund expenses to the extent
necessary to prevent the operating expenses of the Fund (excluding interest
expense, offering costs, trading expenses, taxes and extraordinary expenses)
from exceeding ___% of its average daily net assets per year. Offering costs
excluded from the expense caps are: (a) legal fees pertaining to the Funds
Shares offered for sale; (b) SEC and state registration fees; and (c) initial
fees paid for Shares of the Fund to be listed on an exchange.

16

The Fund is
responsible for all of its expenses, including the investment advisory fees,
costs of transfer agency, custody, legal, audit and other services, interest,
taxes, any distribution fees or expenses, offering fees or expenses and
extraordinary expenses.

Administrator, Custodian and Transfer Agent.
Van Eck Associates Corporation is the administrator for the Fund (the
Administrator), and The Bank of New York Mellon is the custodian of the
Funds assets and provides transfer agency and fund accounting services to the
Fund. The Administrator is responsible for certain clerical, recordkeeping
and/or bookkeeping services which are provided pursuant to the Investment
Management Agreement.

Distributor. Van Eck
Securities Corporation is the distributor of the Shares. The Distributor will
not distribute Shares in less than Creation Units, and does not maintain a
secondary market in the Shares. The Shares are traded in the secondary market.

PORTFOLIO MANAGER

The portfolio
manager who is responsible for the day-to-day management of the Funds
portfolio and the Subsidiarys portfolio is Michael Mazier. Mr. Mazier has been
employed by the Adviser since August 2007. Prior to joining the Adviser, Mr.
Mazier served as a bond analyst in the Fixed Income Research department of
Morgan Stanley. He was also Vice President at Merrill Lynch Global Research
Department, where he covered closed-end funds. Mr. Mazier graduated from
Syracuse University in 1983 with a Bachelor of Science majoring in Electrical
Engineering; graduated from Villanova University in 1986 with a Master of
Science in Computer Engineering; and graduated from Columbia Business School in
1990 with a Master of Business Administration. Mr. Mazier is on the investment
team for another fund of the Trust and serves as portfolio manager for certain
other investment companies advised by the Adviser. Mr. Mazier has served as the
portfolio manager of the Fund since its inception. See the Funds SAI for
additional information about the portfolio managers compensation, other
accounts managed by the portfolio manager and his ownership of Shares of the
Fund.

SHAREHOLDER INFORMATION

Determination of NAV

The NAV per
Share for the Fund is computed by dividing the value of the net assets of the
Fund (i.e., the value of its total assets less total liabilities) by the total
number of Shares outstanding. Expenses and fees, including the management fee,
are accrued daily and taken into account for purposes of determining NAV. The NAV
of the Fund is determined each business day as of the close of trading
(ordinarily 4:00 p.m. Eastern time) on the New York Stock Exchange (NYSE).
Any assets or liabilities denominated in currencies other than the U.S. dollar
are converted into U.S. dollars at the current market rates on the date of
valuation as quoted by one or more sources.

The Funds
investments are generally valued based on market quotations. When market
quotations are not readily available for a portfolio security, or in the opinion
of the Adviser do not reflect the securitys value, the Fund will use the
securitys fair value as determined in good faith in accordance with the
Funds valuation policies and procedures, which have been approved by the Board
of Trustees. As a general principle, the current fair value of a security is
the amount which the Fund might reasonably expect to receive for the security
upon its current sale.

Factors that
may cause the Fund to use the fair value of a portfolio security to calculate
the Funds NAV include, but are not limited to: (1) market quotations are not
readily available because a portfolio security is not traded in a public market
or the principal market in which the

17

security
trades is closed, (2) trading in a portfolio security is limited or suspended
and not resumed prior to the time at which the Fund calculates its NAV, (3) the
market for the relevant security is thin, or the price is stale (e.g.,
because its price doesnt change in five consecutive business days), (4) the
Adviser determines that a market quotation is inaccurate, for example, because
price movements are highly volatile and cannot be verified by a reliable
alternative pricing source, or (5) where a significant event affecting the
value of a portfolio security is determined to have occurred between the time
of the market quotation provided for a portfolio security and the time at which
the Fund calculates its NAV.

In determining
the fair value of securities, the Adviser will consider, among other factors,
the fundamental analytical data relating to the security, the nature and
duration of any restrictions on disposition of the security, and the forces
influencing the market in which the security is traded.

Foreign
securities in which the Fund invests may be traded in markets that close before
the time that the Fund calculates its NAV. Foreign securities are normally
priced based upon the market quotation of such securities as of the close of
their respective principal markets, as adjusted to reflect the Advisers determination
of the impact of events, such as a significant movement in the U.S. markets
occurring subsequent to the close of such markets but prior to the time at
which the Fund calculates its NAV.

Certain of the
Funds portfolio securities are valued by an outside pricing service approved
by the Board of Trustees. The pricing service may utilize an automated system
incorporating a model based on multiple parameters, including a securitys
local closing price (in the case of foreign securities), relevant general and
sector indices, currency fluctuations, and trading in depository receipts and
futures, if applicable, and/or research evaluations by its staff, in
determining what it believes is the fair valuation of the portfolio securities
valued by such pricing service.

There can be
no assurance that the Fund could purchase or sell a portfolio security at the
price used to calculate the Funds NAV. Because of the inherent uncertainty in
fair valuations, and the various factors considered in determining value pursuant
to the Funds fair value procedures, there can be significant deviations
between a fair value price at which a portfolio security is being carried and
the price at which it is purchased or sold. Furthermore, changes in the fair
valuation of portfolio securities may be less frequent, and of greater
magnitude, than changes in the price of portfolio securities valued by an
independent pricing service, or based on market quotations.

Buying and Selling Exchange-Traded Shares

The Shares of
the Fund are expected to be approved for listing on NYSE Arca, subject to
notice of issuance. If you buy or sell Shares in the secondary market, you will
incur customary brokerage commissions and charges and may pay some or all of
the spread between the bid and the offered price in the secondary market on
each leg of a round trip (purchase and sale) transaction. In times of severe
market disruption or low trading volume in the Funds Shares, this spread can
increase significantly. It is anticipated that the Shares will trade in the
secondary market at prices that may differ to varying degrees from the NAV of
the Shares. Given, however, that Shares can be created and redeemed daily in
Creation Units, the Adviser believes that large discounts and premiums to NAV
should not be sustained for very long.

The Depository
Trust Company (DTC) serves as securities depository for the Shares. (The
Shares may be held only in book-entry form; stock certificates will not be
issued.) DTC, or its nominee, is the record or registered owner of all
outstanding Shares. Beneficial ownership of Shares will be shown on the records
of DTC or its participants (described below). Beneficial

18

owners of
Shares are not entitled to have Shares registered in their names, will not
receive or be entitled to receive physical delivery of certificates in
definitive form and are not considered the registered holder thereof.
Accordingly, to exercise any rights of a holder of Shares, each beneficial
owner must rely on the procedures of: (i) DTC; (ii) DTC Participants, i.e.,
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives)
own DTC; and (iii) Indirect Participants, i.e., brokers, dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
DTC Participant, either directly or indirectly, through which such beneficial
owner holds its interests. The Trust understands that under existing industry
practice, in the event the Trust requests any action of holders of Shares, or a
beneficial owner desires to take any action that DTC, as the record owner of
all outstanding Shares, is entitled to take, DTC would authorize the DTC
Participants to take such action and that the DTC Participants would authorize
the Indirect Participants and beneficial owners acting through such DTC
Participants to take such action and would otherwise act upon the instructions
of beneficial owners owning through them. As described above, the Trust recognizes
DTC or its nominee as the owner of all Shares for all purposes. For more
information, see the section entitled Book Entry Only System in the Funds
SAI.

The NYSE Arca
is open for trading Monday through Friday and is closed on weekends and the
following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day. Because non-U.S. exchanges may be open on days when the Fund
does not price its Shares, the value of the securities in the Funds portfolio
may change on days when shareholders will not be able to purchase or sell the
Funds Shares.

Market Timing and Related Matters.
The Fund imposes no restrictions on the frequency of purchases and redemptions.
The Board of Trustees considered the nature of the Fund (i.e., a fund whose
shares are expected to trade intra-day), that the Fund fair values all or a
substantial portion of its securities, that the Adviser monitors the trading
activity of authorized participants for patterns of abusive trading, and that
the Fund reserves the right to reject orders that may be disruptive to the
management of or otherwise not in the Funds best interests. Given this
structure, the Board of Trustees determined that it is not necessary to impose
restrictions on the frequency of purchases and redemptions for the Fund at the
present time.

Notice for Authorized
Participants who are Not Qualified Institutional Buyers

An authorized
participant that is not a qualified institutional buyer, as such term is
defined under Rule 144A of the Securities Exchange Act of 1933, as amended,
will not be able to receive, as part of a redemption, restricted securities
eligible for resale under Rule 144A.

Distributions

Dividends and capital gains
distributions are generally declared and paid annually in December. See your
tax adviser for details. Short-term capital gains are treated like dividends
and follow that schedule. Occasionally, a dividend and/or capital gain
distribution may be made outside of the normal schedule.

Dividends and Capital Gains Distribution
Schedule

Fund

Dividends and
Short-Term CapitalGains

Distribution of
Long-Term CapitalGains

Market
Vectors CM Commodity Index ETF

December

December

19

Tax Information

Taxation of Dividends and Capital Gains Distributions You Receive. For
tax-reportable accounts, dividends and capital gains distributions are normally
taxable even if they are reinvested. Certain dividends may be treated as
qualified dividend income, taxable at long-term capital gain rates. Other
dividends and short-term capital gains are taxed as ordinary income. Long-term
capital gains are taxed at long-term capital gain rates. Tax laws and
regulations are subject to change.

Taxation of Shares You Sell. For
tax-reportable accounts, when you redeem your shares you may incur a capital
gain or loss on the proceeds. The amount of gain or loss, if any, is the
difference between the amount you paid for your shares (including reinvested dividends
and capital gains distributions) and the amount you receive from your
redemption. Be sure to keep your regular statements; they contain the
information necessary to calculate the capital gain or loss. An exchange of
shares from one Fund to another will be treated as a sale and purchase of Fund
shares. It is therefore a taxable event.

Investments in the Funds Wholly-Owned
Subsidiary. The Fund may invest up to 25% of its total assets
in the Subsidiary. It is expected that the Subsidiary will invest primarily in
commodity and financial futures and option contracts, as well as fixed income
securities and other investments intended to serve as margin or collateral for
the Subsidiarys derivatives positions.

Investment in the Subsidiary is
expected to provide the Fund with exposure to the commodities markets within
the limitations of the federal income tax requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended. Subchapter M requires, among other
things, that at least 90% of the Funds gross income be derived from securities
or derived with respect to its business of investing in securities (typically
referred to as qualifying income). Income from certain of the
commodity-linked derivatives in which the Fund invests may not be treated as
qualifying income for purposes of the 90% income requirement. The Fund has
received private letter rulings from the Internal Revenue Service confirming
that income from the Funds investment in the Subsidiary and income derived
from certain commodity-linked notes will constitute qualifying income for
purposes of Subchapter M.

Non-Resident Aliens. Dividends and short-term capital gains, if any, paid to non-resident
aliens generally are subject to a withholding tax (or lower tax treaty rates
for certain countries). The Internal Revenue Service considers these dividends
U.S. source income. Currently, the Fund is not required to withhold tax from
distributions of long-term capital gains or redemption proceeds if non-resident
alien status is properly certified.

Taxes on the Sale or Cash Redemption of Exchange Listed Shares. Currently,
any capital gain or loss realized upon a sale of Shares is generally treated as
long-term capital gain or loss if the Shares have been held for more than one
year and as a short-term capital gain or loss if held for one year or less.
However, any capital loss on a sale of Shares held for six months or less is
treated as long-term capital loss to the extent that capital gain dividends
were paid with respect to such Shares. The ability to deduct capital losses may
be limited. A redemption of a shareholders Fund Shares for cash is normally
treated as a sale for tax purposes.

Taxes on Creations and Redemptions of Creation Units. To the
extent a person who exchanges securities for Creation Units generally will
recognize a gain or loss. The gain or loss will be equal to the difference
between the market value of the Creation Units at the time of exchange and the
sum of the exchangers aggregate basis in the securities surrendered and the
amount of

20

any cash paid for such Creation
Units. A person who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchangers basis
in the Creation Units and the sum of the aggregate market value of the
securities received. The Internal Revenue Service, however, may assert that a
loss realized upon an exchange of primarily securities for Creation Units
cannot be deducted currently under the rules governing wash sales, or on the basis
that there has been no significant change in economic position. Persons
exchanging securities for Creation Units or redeeming Creation Units should
consult their own tax adviser with respect to whether wash sale rules apply and
when a loss might be deductible and the tax treatment of any creation or
redemption transaction.

Under current U.S. federal
income tax laws, any capital gain or loss realized upon a redemption (or
creation) of Creation Units is generally treated as long-term capital gain or
loss if the Shares (or securities surrendered) have been held for more than one
year and as a short-term capital gain or loss if the Shares (or securities
surrendered) have been held for one year or less.

If you create or redeem Creation
Units, you will be sent a confirmation statement showing how many Shares you
created or sold and at what price.

21

INDEX PROVIDERS

The Index is
published by UBS and Bloomberg (the Index Providers). The Index Providers do not
sponsor, endorse, or promote the Fund and bear no liability with respect to
the Fund or any security.

22

UBS BLOOMBERG CONSTANT MATURITY COMMODITY
TOTAL RETURN INDEX

The Index is weighted across
both commodities and maturities. The Index, which is rebalanced monthly,
represents a basket of futures contracts on 26 underlying commodities with a
series of up to five different investment maturities for each individual
commodity using the calculation methodology of constant maturity forwards.
Traditional commodity indices tend to focus on front-month contracts with short
tenors (time to maturity) whereas the Index is based on commodity futures
contracts with tenors ranging from around three months to over three years. The
Index also offers continuous roll mechanisms for each constant maturity with
respect to each commodity. This is in contrast to the rolling of near-term
contracts over a short, pre-defined period of time that is offered in other
commodity indices. The commodities represented in the Index currently include
agricultural products, energy products, metals and minerals. The exchanges
include the New York Mercantile Exchange (including the COMEX division),
Chicago Board of Trade, London Metal Exchange, New York Board of Trade, Chicago
Mercantile Exchange, Kansas City Board of Trade, ICE Futures and Euronext.Liffe.

The overall return on the Index
is generated by two components: (i) uncollateralized returns from holding
and rolling of futures contracts comprising the Index and (ii) a daily
fixed-income return, which reflect the interest earned on a hypothetical 91-day
Treasury Bill portfolio theoretically deposited as margin for hypothetical
positions in the futures contracts comprising the Index.

As of __________, 2011, the
Index consisted of the following commodity sectors with the following relative
target weights: Energy (%), Agriculture (%), Industrial Metals (%),
Precious Metals (%) and Livestock (%).

For a commodity contract to be
included in the Index, the following primary and secondary requirements have to
be satisfied:



The primary requirements
involve satisfying certain criteria related to the nature of the instrument
as well as some technical characteristics including country of origin,
trading characteristics, foreign exchange controls, availability and accuracy
of contract, price and volume data.



The secondary requirements
involve satisfying a series of purely financial thresholds based on
liquidity, including, among other things, open interest and market volume.
Open interest, which reflects positions in contracts that remain open on an
overnight or multi-day basis, is used to assess past and future liquidity.
Market volume, which reflects the number of contracts traded in a given
period of time, indicates immediate interest, and over a period of time
provides a usable measure of liquidity.

The weighting process for the
Index is designed to reflect the economic significance and market liquidity of
each commodity. The Index sponsors use a two-step approach to determine target
weights: first, economic indicators (regional Consumer Price Indexes (CPI),
Producer Price Indexes (PPI) and Gross Domestic Projects (GDP)), along with
liquidity analysis, are used to determine the sector weights (the five sectors
of the Index are currently agriculture, livestock, energy, precious metals and
industrial metals); then global consumption data in conjunction with further
liquidity analysis is used to calculate the individual component weights. In
order to ensure a high level of diversification and avoid unnecessary dilution,
the weight of any individual index component is limited to 20% and any
commodity with a weight that is lower than 0.60% is excluded from the Index.

23

The Index Governance Committee
(in consultation with the Index Advisory Committee) reviews the selection and
weightings of the futures contracts in the Index bi-annually, in October and
April, or at any special meeting called by the Index Advisory Committee. Thus,
weights are potentially reassigned whenever a regular or special meeting of the
Index Governance Committee is held, subject to ratification by the Index
Sponsors.

The Index represents a weighted
average of all availably Index constant maturities (ranging from three months
to over three years). The distribution of weightings to available tenors (time
to maturity) is a function of relative liquidity of the underlying futures
contracts. As of __________, 2011, the average tenor of the futures contracts
comprising the Index is approximately ___ months. As with most asset classes,
the liquidity of commodity futures contracts tends to reduce as time to
maturity increases.

Due to price movements, the
weight of each component in the Index will move away from its Target Weight
over time. The weight of each Index component is therefore rebalanced over the
final three Index Business Days of each month in order to bring each underlying
commodity and tenor back to its Target Weight. The process is automatic and is
implemented via a pre-defined methodology.

In addition, twice annually in
January and July there is a maintenance period at which time the Target Weights
themselves are adjusted according to decisions of the Index Governance
Committee as ratified by the Index Sponsors.

The Index is calculated and
disseminated by _____ approximately every fifteen seconds (assuming the Index
level has changed within such fifteen-second interval) from 8:00 a.m. to
3:00 p.m., New York City time, and a daily closing Index level is
published between 4:00 p.m. and 6:00 p.m., New York City time, on
each Trading Day, Index information is available from Bloomberg on pages CUBS +
GO, CMCN or CMCX and from Reuters on page UBSCMCI.

The Index is a total return
index. In addition to uncollateralized returns generated from the futures
contracts comprising the Index, a daily fixed-income return is added, which
reflects the interest earned on a hypothetical 91-day Treasury Bill portfolio
theoretically deposited as margin for hypothetical positions in the futures
contracts comprising the Index. The rate used to calculate the daily
fixed-income return is the 91-day U.S. Treasury Bill auction rate, as published
by the Treasury Security Auction Results report, published by the Bureau of
the Public Debt currently available on the website: http://www.treasurydirect.gov/annceresult/press/press.htm.
The rate is generally published once per week on Monday and generally made
effective with respect to the Index on the following Trading Day.

24

LICENSE AGREEMENT AND DISCLAIMERS

The Adviser has entered into a
licensing agreement with UBS AG, London and Bloomberg Finance L.P. to use the Index. The Fund is entitled to
use the Index pursuant to a sub-licensing arrangement with the Adviser.

UBS and Bloomberg own or exclusively
license, solely or jointly as agreed between them all proprietary rights with
respect to the Index. Any third-party product based on or related to the Index
(Product) may only be issued upon the prior joint written approval of
UBS and Bloomberg upon the execution of a license agreement between UBS, Bloomberg and the
party intending to launch a Product (a Licensee). In no way do UBS or Bloomberg sponsor
or endorse, nor are they otherwise involved in the issuance and offering of a
Product nor do either of them make any representation or warranty, express or
implied, to the holders of the Product or any member of the public regarding
the advisability of investing in the Product or commodities generally or in
futures particularly, or as to results to be obtained from the use of the Index
or from the Product. Further, neither UBS or Bloomberg provides investment advice to
any Licensee specific to the Product, other than providing the Index as agreed
in the license agreement with the Licensee, and which will be done without
consideration of the particular needs of the Product or the Licensee.
UBS and Bloomberg each specifically disclaim any liability to any party for any inaccuracy
in the data on which the Index is based, for any mistakes, errors, omissions or
interruptions in the calculation and/or dissemination of the Index, or for the
manner in which such is applied in connection with the issuance and offering of
a Product. In no event shall UBS or Bloomberg have any liability to any party for
any lost profits or indirect, punitive, special or consequential damages or
losses.

THIS IS NOT AN OFFER OR
SOLICITATION BY UBS OR BLOOMBERG OF AN OFFER TO BUY OR SELL ANY SECURITY OR INVESTMENT.
PAST PERFORMANCE OF THE INDEX IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

25

FINANCIAL HIGHLIGHTS

The Fund has
not yet commenced operations as of the date of this Prospectus, and therefore
they do not have financial histories.

26

PREMIUM/DISCOUNT INFORMATION

The Fund has
not yet commenced operations and, therefore, does not have information about
the differences between the Funds daily market price on NYSE Arca and its NAV.
Information regarding how often the Shares of the Fund traded on NYSE Arca at a
price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the
Fund during the past four calendar quarters, as applicable, can be found at
vaneck.com/etf.

27

GENERAL INFORMATION

Continuous Offering

The method by
which Creation Units are created and traded may raise certain issues under
applicable securities laws. Because new Creation Units are issued and sold by
the Trust on an ongoing basis, a distribution, as such term is used in the
Securities Act of 1933, as amended (the Securities Act), may occur at any
point. Broker dealers and other persons are cautioned that some activities on
their part may, depending on the circumstances, result in their being deemed
participants in a distribution in a manner which could render them statutory
underwriters and subject them to the prospectus delivery and liability
provisions of the Securities Act.

For example, a
broker dealer firm or its client may be deemed a statutory underwriter if it
takes Creation Units after placing an order with the Distributor, breaks them
down into constituent Shares, and sells such Shares directly to customers, or
if it chooses to couple the creation of a supply of new Shares with an active
selling effort involving solicitation of secondary market demand for Shares. A
determination of whether one is an underwriter for purposes of the Securities
Act must take into account all the facts and circumstances pertaining to the
activities of the broker dealer or its client in the particular case, and the
examples mentioned above should not be considered a complete description of all
the activities that could lead to a categorization as an underwriter.

Broker dealers
who are not underwriters but are participating in a distribution (as
contrasted to ordinary secondary trading transactions), and thus dealing with
Shares that are part of an unsold allotment within the meaning of Section
4(3)(C) of the Securities Act, would be unable to take advantage of the
prospectus delivery exemption provided by Section 4(3) of the Securities Act.
This is because the prospectus delivery exemption in Section 4(3) of the
Securities Act is not available in respect of such transactions as a result of
Section 24(d) of the 1940 Act. As a result, broker dealer firms should note
that dealers who are not underwriters but are participating in a distribution
(as contrasted with ordinary secondary market transactions) and thus dealing
with the Shares that are part of an overallotment within the meaning of Section
4(3)(A) of the Securities Act would be unable to take advantage of the
prospectus delivery exemption provided by Section 4(3) of the Securities Act.
Firms that incur a prospectus delivery obligation with respect to Shares are
reminded that, under Rule 153 of the Securities Act, a prospectus delivery
obligation under Section 5(b)(2) of the Securities Act owed to an exchange
member in connection with a sale on NYSE Arca is satisfied by the fact that the
prospectus is available at NYSE Arca upon request. The prospectus delivery
mechanism provided in Rule 153 is only available with respect to transactions
on an exchange.

Other Information

The Trust was
organized as a Delaware statutory trust on March 15, 2001. Its Declaration of
Trust currently permits the Trust to issue an unlimited number of Shares of
beneficial interest. If shareholders are required to vote on any matters, each
Share outstanding would be entitled to one vote. Annual meetings of
shareholders will not be held except as required by the 1940 Act and other
applicable law. See the Funds SAI for more information concerning the Trusts
form of organization. Section 12(d)(1) of the 1940 Act restricts investments by
investment companies in the securities of other investment companies, including
Shares of the Fund. Registered investment companies are permitted to invest in
the Fund beyond the limits set forth in Section 12(d)(1) subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Trust,
including that such investment companies enter into an agreement with the Fund.

28

Dechert LLP
serves as counsel to the Trust, including the Fund. Ernst & Young LLP
serves as the Trusts independent registered public accounting firm and will
audit the Funds financial statements annually.

29

Additional
Information

This
Prospectus does not contain all the information included in the Registration
Statement filed with the SEC with respect to the Funds Shares. Information
about the Fund can be reviewed and copied at the SECs Public Reference Room
and information on the operation of the Public Reference Room may be obtained
by calling the SEC at 1.202.551.8090. The Funds Registration Statement,
including this Prospectus, the Funds SAI and the exhibits may be examined at
the offices of the SEC (100 F Street, NE, Washington, DC 20549) or on the EDGAR
database at the SECs website (http://www.sec.gov), and copies may be obtained,
after paying a duplicating fee, by electronic request at the following email
address: publicinfo@sec.gov, or by writing the SECs Public Reference Section,
Washington, DC 20549-1520. These documents and other information concerning the
Trust also may be inspected at the offices of NYSE Arca (20 Broad Street, New
York, New York 10005).

The SAI for
the Fund, which has been filed with the SEC, provides more information about
the Fund. The SAI for the Fund is incorporated herein by reference and is
legally part of this Prospectus. Additional information about the Funds
investments will be available in the Funds annual and semi-annual reports to
shareholders. In the Funds annual report, when available, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Funds performance during its last fiscal year. The
SAI and the Funds annual and semi-annual reports may be obtained without
charge by writing to the Fund at Van Eck Securities Corporation, the Funds
distributor, at 335 Madison Avenue, New York, New York 10017 or by calling the
distributor at the following number: Investor Information: 1.888.MKT.VCTR
(658-8287).

Shareholder
inquiries may be directed to the Fund in writing to 335 Madison Avenue, 19th
Floor, New York, New York 10017 or by calling 1.888.MKT.VCTR (658-8287).

The Funds SAI
will be available at vaneck.com/etf.

(Investment Company Act file no. 811-10325)

30

The information in
this Statement of Additional Information is not complete and may be changed.
The Trust may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This Statement of Additional
Information is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is
not permitted.

Subject to Completion

Preliminary Statement of
Additional Information dated January 7, 2011

MARKET VECTORS ETF TRUSTSTATEMENT OF ADDITIONAL INFORMATION

Dated __________, 2011

This
Statement of Additional Information (SAI) is not a prospectus. It should be
read in conjunction with the Prospectus dated __________, 2011 (the
Prospectus) for the Market Vectors ETF Trust (the Trust), relating to the
series of the Trust listed below, as it may be revised from time to time.

Fund

Principal
U.S. Listing Exchange

Ticker

Market Vectors CM
Commodity Index ETF

NYSE Arca, Inc.

A
copy of the Prospectus may be obtained without charge by writing to the Trust
or the Distributor. The Trusts address is 335 Madison Avenue, 19th Floor, New
York, New York 10017. Capitalized terms used herein that are not defined have
the same meaning as in the Prospectus, unless otherwise noted.

The Trust
is an open-end management investment company. The Trust currently consists of
__ investment portfolios. This SAI relates to one investment portfolio: Market Vectors CM Commodity Index ETF (the
Fund). The Trust was organized as a Delaware statutory trust on
March 15, 2001. The shares of the
Fund are referred to herein as Shares.

The
Fund will offer and issue Shares at its net asset value (NAV) only in
aggregations of a specified number of Shares (a Creation Unit). Similarly,
Shares are redeemable by the Fund only in Creation Units, and generally in
exchange for cash. The Shares of the Fund are expected to be approved for
listing, subject to notice of issuance, on NYSE Arca, Inc. (NYSE Arca or the
Exchange), and will trade in the secondary market at market prices that may
differ from the Shares NAV. A Creation Unit consists of 50,000 Shares of the
Fund.

In
each instance of cash creations or redemptions, the Trust may impose
transaction fees based on transaction expenses related to the particular
exchange that will be higher than the transaction fees associated with in-kind
purchases or redemptions.

INVESTMENT POLICIES AND
RESTRICTIONS

The
Fund seeks to achieve its investment objective by investing in instruments that
derive their value from the performance of the UBS Bloomberg Constant Maturity
Commodity Total Return Index (the Index), as described below, and in bonds,
debt securities and other fixed income instruments (Fixed Income Instruments)
issued by various U.S. public- or private-sector entities. The Fund invests in
commodity-linked derivative instruments, including commodity index-linked
notes, swap agreements, commodity futures contracts and options on futures contracts
that provide economic exposure to the investment returns of the commodities
markets, as represented by the Index and its constituents. A derivative is an
investment whose value depends on (or is derived from) that value of an
underlying security. Commodities are assets that have tangible properties, such
as oil, metals, and agricultural products. A commodity-linked derivative is a
derivative instrument whose value is linked to the movement of a commodity,
commodity index, commodity option or futures contract. The value of
commodity-linked derivative instruments may be affected by overall market
movements and other factors affecting the value of a particular industry or
commodity, such as weather, disease, embargoes, or political and regulatory
developments.

The
Index is a rules-based, composite benchmark index diversified across 26
commodities from the following five sectors: energy, precious metals,
industrial metals, agriculture and livestock. The Index is comprised of futures
contracts with maturities ranging from around three months to over three years
for each commodity, depending on liquidity. The overall return of the Index
reflects a combination of (i) the returns on the futures contracts comprising
the Index; and (ii) the daily fixed-income return that would be earned on a
hypothetical portfolio of 91-day U.S. Treasury bills theoretically deposited as
margin for the hypothetical positions in the futures contracts comprising the
Index. The selection and relative weightings of the components of the Index are
designed to reflect the economic significance and market liquidity of each
commodity, as determined based on global economic data, consumption data,
commodity futures prices, open interest and volume data. The maturity of each
commodity component in the Index remains fixed at a predefined time interval
from the current date at all times by means of a continuous rolling process, in
which a weighted percentage of shorter dated contracts for each commodity are
swapped for longer dated contracts on a daily basis. The Index is rebalanced
monthly back to the target weightings of the commodity components of the Index
and the target weightings of all commodity components are revised twice per
year. A more detailed description of the Index is contained in the section of
this SAI entitled Additional Information About the Index.

The
Fund will seek to track the returns of the Index by entering into swap
contracts and commodity index-linked notes with one or more counterparties,
which contracts and notes will rise and fall in value in response to changes in
the value of the Index. As of the date of this SAI, UBS was the only available
counterparty with which the Fund may enter into such swap contracts on the
Index. The Fund may enter into such contracts and notes directly or indirectly
through a wholly-owned subsidiary of the Fund (the Subsidiary). Commodity
index-linked notes are derivative debt instruments with principal and/or coupon
payments linked to the performance of commodity indices (such as the Index).
These commodity index-linked notes are sometimes referred to as structured
notes because the terms of these notes may be structured by the issuer and the
purchaser of the note. The Fund may also seek to gain exposure to the individual
commodity components of the Index by investing in futures contracts that
comprise the Index, either directly or indirectly through the Subsidiary.

The
following is additional information regarding the investment policies and
strategies used by the Fund in attempting to achieve its objective, and should
be read with the sections of the Funds Prospectus titled Summary Information
 Principal Investment Strategies, Summary Information  Principal

2

Risks of Investing
in the Fund and Additional Information About the Funds Investment Strategies
and Risks.

Appendix
B to this SAI contains an explanation of the rating categories of Moodys
Investors Service Inc. (Moodys) and Standard & Poors Corporation
(S&P) relating to the fixed-income securities and preferred stocks in
which the Fund may invest.

BELOW INVESTMENT GRADE SECURITIES

Investments
in securities rated below investment grade that are eligible for purchase by
the Fund are described as speculative by Moodys, S&P and Fitch.
Investment in lower rated corporate debt securities (high yield securities or
junk bonds) generally provides greater income and increased opportunity for
capital appreciation than investments in higher quality securities, but they also
typically entail greater price volatility and principal and income risk.

These
high yield securities are regarded as predominantly speculative with respect to
the issuers continuing ability to meet principal and interest payments.
Analysis of the creditworthiness of issuers of debt securities that are high
yield may be more complex than for issuers of higher quality debt securities.

High
yield securities may be more susceptible to real or perceived adverse economic
and competitive industry conditions than investment grade securities. The
prices of high yield securities have been found to be less sensitive to
interest-rate changes than higher-rated investments, but more sensitive to
adverse economic downturns or individual corporate developments. A projection
of an economic downturn or of a period of rising interest rates, for example,
could cause a decline in high yield security prices because the advent of a
recession could lessen the ability of a highly leveraged company to make principal
and interest payments on its debt securities. If an issuer of high yield
securities defaults, in addition to risking payment of all or a portion of
interest and principal, the Fund by investing in such securities may incur
additional expenses to seek recovery. In the case of high yield securities
structured as zero-coupon or pay-in-kind securities, their market prices are
affected to a greater extent by interest rate changes, and therefore tend to be
more volatile than securities which pay interest periodically and in cash.

The
secondary market on which high yield securities are traded may be less liquid
than the market for higher grade securities. Less liquidity in the secondary
trading market could adversely affect the price at which the Fund could sell a
high yield security, and could adversely affect the daily net asset value of
the shares. Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of high yield securities,
especially in a thinly-traded market. When secondary markets for high yield
securities are less liquid than the market for higher grade securities, it may
be more difficult to value the securities because such valuation may require
more research, and elements of judgment may play a greater role in the
valuation because there is less reliable, objective data available.

BORROWING; LEVERAGE

Borrowing
to invest more is called leverage. The Fund may borrow from banks provided
that the amount of borrowing is no more than one third of the net assets of the
Fund plus the amount of the borrowings. The Fund is required to be able to
restore borrowing to its permitted level within three days, if it should
increase to more than one-third as stated above. Methods that may be used to
restore borrowings in this context include selling securities, even if the sale
hurts the Funds investment performance. Leverage exaggerates the effect of
rises or falls in prices of securities bought with borrowed

3

money. Borrowing
also costs money, including fees and interest. The Fund expects to borrow only
through negotiated loan agreements with commercial banks or other institutional
lenders.

CONVERTIBLE SECURITIES

The
Fund may invest in securities that are convertible into common stock or other
securities of the same or a different issuer or into cash within a particular
period of time at a specified price or formula. Convertible securities are
generally fixed income securities (but may include preferred stock) and
generally rank senior to common stocks in a corporations capital structure
and, therefore, entail less risk than the corporations common stock. The value
of a convertible security is a function of its investment value (its value as
if it did not have a conversion privilege), and its conversion value (the
securitys worth if it were to be exchanged for the underlying security, at
market value, pursuant to its conversion privilege).

To
the extent that a convertible securitys investment value is greater than its
conversion value, its price will be primarily a reflection of such investment
value and its price will be likely to increase when interest rates fall and
decrease when interest rates rise, as with a fixed-income security (the credit
standing of the issuer and other factors may also have an effect on the
convertible securitys value). If the conversion value exceeds the investment
value, the price of the convertible security will rise above its investment
value and, in addition, will sell at some premium over its conversion value.
(This premium represents the price investors are willing to pay for the
privilege of purchasing a fixed-income security with a possibility of capital
appreciation due to the conversion privilege.) At such times the price of the
convertible security will tend to fluctuate directly with the price of the
underlying equity security. Convertible securities may be purchased by the Fund
at varying price levels above their investment values and/or their conversion
values in keeping with the Funds objective.

DEBT SECURITIES

The
Fund may invest in debt securities. The market value of debt securities
generally varies in response to changes in interest rates and the financial
condition of each issuer and the value of a hard asset if linked to the value
of a hard asset. Debt securities with similar maturities may have different
yields, depending upon several factors, including the relative financial
condition of the issuers. A description of debt securities ratings is contained
in Appendix B to the SAI. High grade means a rating of A or better by Moodys
or S&P, or of comparable quality in the judgment of the Adviser or if no
rating has been given by either service. Many securities of foreign issuers are
not rated by these services. Therefore, the selection of such issuers depends
to a large extent on the credit analysis performed by the Adviser. During
periods of declining interest rates, the value of debt securities generally
increases. Conversely, during periods of rising interest rates, the value of
such securities generally declines. These changes in market value will be
reflected in the Funds net asset value. Debt securities with similar
maturities may have different yields, depending upon several factors, including
the relative financial condition of the issuers. For example, higher yields are
generally available from securities in the lower rating categories of S&P
or Moodys.

However,
the values of lower-rated securities generally fluctuate more than those of
high-grade securities. Many securities of foreign issuers are not rated by
these services. Therefore the selection of such issuers depends to a large
extent on the credit analysis performed by the Adviser.

New
issues of certain debt securities are often offered on a when-issued basis.
That is, the payment obligation and the interest rate are fixed at the time the
buyer enters into the commitment, but delivery and payment for the securities
normally take place after the date of the commitment to purchase. The

4

value of when-issued
securities may vary prior to and after delivery depending on market conditions
and changes in interest rate levels. However, the Fund does not accrue any
income on these securities prior to delivery. The Fund will maintain in a
segregated account with its Custodian an amount of cash or high quality
securities equal (on a daily marked-to-market basis) to the amount of its
commitment to purchase the when-issued securities. The Fund may also invest in low
rated or unrated debt securities. Low rated debt securities present a
significantly greater risk of default than do higher rated securities, in times
of poor business or economic conditions, the Fund may lose interest and/or
principal on such securities.

The
Fund may also invest in various money market securities for cash management
purposes or when assuming a temporary defensive position. Money market
securities may include commercial paper, bankers acceptances, bank
obligations, corporate debt securities, certificates of deposit, U.S.
government securities and obligations of savings institutions.

DERIVATIVES

The
Fund may also use futures contracts and options, forward contracts and swaps as
part of various investment techniques and strategies, such as creating
non-speculative synthetic positions (covered by segregation of liquid assets)
or implementing cross-hedging strategies. A synthetic position is the
duplication of cash market transaction when deemed advantageous by the Adviser
for cost, liquidity or transactional efficiency reasons. A cash market
transaction is the purchase or sale of the security or other asset for cash.
Cross-hedging involves the use of one currency to hedge against the decline
in the value of another currency. The use of such instruments as described
herein involves several risks. First, there can be no assurance that the prices
of such instruments and the hedge security or the cash market position will
move as anticipated. If prices do not move as anticipated, the Fund may incur a
loss on its investment, may not achieve the hedging protection it anticipated
and/or may incur a loss greater than if it had entered into a cash market
position. Second, investments in such instruments may reduce the gains which
would otherwise be realized from the sale of the underlying securities or
assets which are being hedged. Third, positions in such instruments can be
closed out only on an exchange that provides a market for those instruments.
There can be no assurance that such a market will exist for a particular
futures contract or option. If the Fund cannot close out an exchange traded
futures contract or option which it holds, it would have to perform its
contract obligation or exercise its option to realize any profit and would
incur transaction cost on the sale of the underlying assets. In addition, the
use of derivative instruments involves the risk that a loss may be sustained as
a result of the failure of the counterparty to the derivatives contract to make
required payments or otherwise comply with the contracts terms.

When
the Fund intends to acquire securities (or gold bullion or coins as the case
may be) for its portfolio, it may use call options or futures contracts as a
means of fixing the price of the security (or gold) it intends to purchase at
the exercise price (in the case of an option) or contract price (in the case of
futures contracts). An increase in the acquisition cost would be offset, in
whole or part, by a gain on the option or futures contract. Options and futures
contracts requiring delivery of a security may also be useful to the Fund in
purchasing a large block of securities that would be more difficult to acquire
by direct market purchases. If the Fund holds a call option rather than the
underlying security itself, the Fund is partially protected from any unexpected
decline in the market price of the underlying security and in such event could
allow the call option to expire, incurring a loss only to the extent of the
premium paid for the option. Using a futures contract would not offer such
partial protection against market declines and the Fund would experience a loss
as if it had owned the underlying security.

5

EQUITY SECURITIES

The
Fund may invest directly in equity securities. Equity securities, such as
common stock, represent an ownership interest, or the right to acquire an
ownership interest, in an issuer.

Common
stock generally takes the form of shares in a corporation. The value of a
companys stock may fall as a result of factors directly relating to that
company, such as decisions made by its management or lower demand for the
companys products or services. A stocks value also may fall because of
factors affecting not just the company, but also companies in the same industry
or in a number of different industries, such as increases in production costs.
The value of a companys stock also may be affected by changes in financial
markets that are relatively unrelated to the company or its industry, such as
changes in interest rates or currency exchange rates. In addition, a companys
stock generally pays dividends only after the company invests in its own
business and makes required payments to holders of its bonds, other debt and
preferred stock. For this reason, the value of a companys stock will usually
react more strongly than its bonds, other debt and preferred stock to actual or
perceived changes in the companys financial condition or prospects. Stocks of
smaller companies may be more vulnerable to adverse developments than those of
larger companies. Stocks of companies that the portfolio manager believes are
fast-growing may trade at a higher multiple of current earnings than other
stocks. The value of such stocks may be more sensitive to changes in current or
expected earnings than the values of other stocks.

Different
types of equity securities provide different voting and dividend rights and
priority in the event of the bankruptcy and/or insolvency of the issuer. In
addition to common stock, equity securities may include preferred stock,
convertible securities and warrants, which are discussed elsewhere in the
Prospectus and this Statement of Additional Information. Equity securities
other than common stock are subject to many of the same risks as common stock,
although possibly to different degrees.

FUTURES, WARRANTS AND SUBSCRIPTION RIGHTS

The
Fund may buy and sell futures contracts which may include financial futures,
security and interest-rate futures, stock and bond index futures contracts,
foreign currency futures contracts and commodity futures. The Fund may engage
in these transactions for hedging purposes and for other purposes. A security
or interest-rate futures contract is an agreement between two parties to buy or
sell a specified security at a set price on a future date. An index futures
contract is an agreement to take or make delivery of an amount of cash based on
the difference between the value of the index at the beginning and at the end
of the contract period. A foreign currency futures contract is an agreement to
buy or sell a specified amount of a currency for a set price on a future date.
A commodity futures contract is an agreement to take or make delivery of a
specified amount of a commodity, such as gold, at a set price on a future date.

The
Fund will not commit more than 5% of its total assets to initial margin
deposits on futures contracts and premiums on options on futures contracts,
except that margin deposits for futures positions entered into for bona fide
hedging purposes, as that term is defined in the Commodity Exchange Act, are
excluded from the 5% limitation. As the value of the underlying asset
fluctuates, either party to the contract is required to make additional margin
payments, known as variation margin, to cover any additional obligation it
may have under the contract. In addition, cash or high quality securities equal
in value to the current value of the underlying securities less the margin
requirement will be segregated, as may be required, with the Funds custodian
to ensure that the Funds position is unleveraged. This segregated account will
be marked-to-market daily to reflect changes in the value of the underlying
futures contract.

Pursuant
to a notice of eligibility claiming exclusion from the definition of Commodity
Pool Operator filed with the National Futures Association on behalf of the
Fund, neither the Trust nor the

6

individual Fund is
deemed to be a commodity pool operator under the Commodity Exchange Act
(CEA), and, accordingly, they are not subject to registration or regulation
as such under the CEA.

The
use of financial futures contracts and commodity futures contracts, options on
such futures contracts and commodities, may reduce the Funds exposure to
fluctuations in the prices of portfolio securities and may prevent losses if
the prices of such securities decline. Similarly, such investments may protect
the Fund against fluctuation in the value of securities in which the Fund is about
to invest.

The
use of financial futures and commodity futures contracts and options on such
futures contracts and commodities as hedging instruments involves several
risks. First, there can be no assurance that the prices of the futures contracts
or options and the hedged security or the cash market position will move as
anticipated. If prices do not move as anticipated, the Fund may incur a loss on
its investment, may not achieve the hedging protection anticipated and/or incur
a loss greater than if it had entered into a cash market position. Second,
investments in options, futures contracts and options on futures contracts may
reduce the gains which would otherwise be realized from the sale of the
underlying securities or assets which are being hedged. Third, positions in
futures contracts and options can be closed out only on an exchange that
provides a market for those instruments. There can be no assurances that such a
market will exist for a particular futures contract or option. If the Fund
cannot close out an exchange traded futures contract or option which it holds,
it would have to perform its contractual obligation or exercise its option to
realize any profit, and would incur transaction costs on the sale of the
underlying assets.

Warrants
are instruments that permit, but do not obligate, the holder to subscribe for
other securities. Subscription rights are similar to warrants, but normally
have a short duration and are distributed directly by the issuer to its
shareholders. Warrants and rights are not dividend-paying investments and do
not have voting rights like common stock. They also do not represent any rights
in the assets of the issuer. As a result, warrants and rights may be considered
more speculative than direct equity investments. In addition, the value of
warrants and rights do not necessarily change with the value of the underlying
securities and may cease to have value if they are not exercised prior to their
expiration dates.

It
is the policy the Fund to meet the requirements of the Internal Revenue Code of
1986, as amended (the Code) to qualify as a regulated investment company, to
prevent double taxation of the Fund and its shareholders. One of the
requirements is that at least 90% of the Funds gross income be derived from
dividends, interest, payment with respect to securities loans and gains from
the sale or other disposition of stocks or other securities. Gains from
commodity futures contracts do not currently qualify as income for purposes of
the 90% test. The extent to which the Fund may engage in options and futures
contract transactions may be materially limited by this test.

Risks
Associated With Commodity Futures Contracts. The Fund may engage in transactions in commodity futures contracts.
There are several additional risks associated with such transactions which are
discussed below:

Storage. Unlike the financial futures markets, in the commodity futures
markets there are costs of physical storage associated with purchasing the
underlying commodity. The price of the commodity futures contract will
reflect the storage costs of purchasing the physical commodity, including the
time value of money invested in the physical commodity. To the extent that
the storage costs for an underlying commodity change while the Fund is
invested in futures contracts on that commodity, the value of the futures
contract may change proportionately.

Reinvestment. In the commodity futures markets, producers of the underlying
commodity may decide

7

to hedge the price
risk of selling the commodity by selling futures contracts today to lock in
the price of the commodity at delivery tomorrow. In order to induce
speculators to purchase the other side of the same futures contract, the
commodity producer generally must sell the futures contract at a lower price
than the expected future spot price. Conversely, if most hedgers in the
futures market are purchasing futures contracts to hedge against a rise in
prices, then speculators will only sell the other side of the futures
contract at a higher futures price than the expected future spot price of the
commodity. The changing nature of the hedgers and speculators in the
commodity markets will influence whether futures prices are above or below
the expected future spot price, which can have significant implications for
the Fund. If the nature of hedgers and speculators in futures markets has
shifted when it is time for the Fund to reinvest the proceeds of a maturing
contract in a new futures contract, the Fund might reinvest at higher or
lower futures prices, or choose to pursue other investments.

Other Economic
Factors. The commodities which underlie commodity
futures contracts may be subject to additional economic and non-economic
variables, such as drought, floods, weather, livestock disease, embargoes,
tariffs, and international economic, political and regulatory developments.
These factors may have a larger impact on commodity prices and
commodity-linked instruments, including futures contracts, than on
traditional securities. Certain commodities are also subject to limited
pricing flexibility because of supply and demand factors. Others are subject
to broad price fluctuations as a result of the volatility of the prices for
certain raw materials and the instability of supplies of other materials.
These additional variables may create additional investment risks which
subject the Funds investments to greater volatility than investments in
traditional securities.

Combined Positions. The Fund may purchase and write options in any combination. For
example, the Fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at one
strike price and buying a call option at a lower price, in order to reduce
the risk of the written call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and
close out.

INDEXED SECURITIES AND STRUCTURED NOTES

The
Fund may invest in indexed securities, i.e., structured notes securities and
index options, whose value is linked to one or more currencies, interest rates,
commodities, or financial or commodity indices. An indexed security enables the
investor to purchase a note whose coupon and/or principal redemption is linked
to the performance of an underlying asset. Indexed securities may be positively
or negatively indexed (i.e., their value may increase or decrease if the
underlying instrument appreciates). Indexed securities may have return
characteristics similar to direct investments in the underlying instrument or
to one or more options on the underlying instrument. Indexed securities may be
more volatile than the underlying instrument itself, and present many of the
same risks as investing in futures and options. Indexed securities are also
subject to credit risks associated with the issuer of the security with respect
to both principal and interest.

Indexed
securities may be publicly traded or may be two-party contracts (such two-party
agreements are referred to hereafter collectively as structured notes). When
the Fund purchases a structured note, it will make a payment of principal to
the counterparty. Some structured notes have a guaranteed repayment of
principal while others place a portion (or all) of the principal at risk. The
Fund will purchase structured notes only from counterparties rated A or better
by S&P, Moodys or another

8

nationally
recognized statistical rating organization. The Adviser will monitor the
liquidity of structured notes under the supervision of the Board. Notes
determined to be illiquid will be aggregated with other illiquid securities and
will be subject to the Funds limitations on illiquid securities.

OPTIONS

The
Fund may write, purchase or sell covered call or put options. An options
transaction involves the writer of the option, upon receipt of a premium,
giving the right to sell (call option) or buy (put option) an underlying asset
at an agreed upon exercise price. The holder of the option has the right to purchase
(call option) or sell (put option) the underlying asset at the exercise price.
If the option is not exercised or sold, it becomes worthless at its expiration
date and the premium payment is lost to the option holder. As the writer of an
option, the Fund keeps the premium whether or not the option is exercised. When
the Fund sells a covered call option, which is a call option with respect to
which the Fund owns the underlying assets, the Fund may lose the opportunity to
realize appreciation in the market price of the underlying asset, or may have
to hold the underlying asset, which might otherwise have been sold to protect
against depreciation. A covered put option written by the Fund exposes it
during the term of the option to a decline in the price of the underlying
asset. A put option sold by the Fund is covered when, among other things, cash
or short-term liquid securities are placed in a segregated account to fulfill
the obligations undertaken. Covering a put option sold does not reduce the risk
of loss.

The
Fund may invest in options which are either listed on a domestic securities
exchange or traded on a recognized foreign exchange. In addition, the Fund may
purchase or sell over-the-counter options for dealers or banks to hedge
securities or currencies as approved by the Board. In general, exchange traded
options are third party contracts with standardized prices and expiration
dates. Over-the-counter options are two party contracts with price and terms
negotiated by the buyer and seller, are generally considered illiquid, and will
be subject to the limitation on investments in illiquid securities.

INVESTMENTS IN OTHER INVESTMENT COMPANIES

The
Fund may invest in securities issued by other investment companies, including
open end and closed end funds and exchanged traded funds (ETFs), subject to
the limitations under the 1940 Act. The Fund may invest in investment companies
which are sponsored or advised by the Adviser and/or its affiliates (each, a
Van Eck Investment Company). However, in no event will the Fund invest more
than 5% of its net assets in any single Van Eck Investment Company.

The
Funds investment in another investment company may subject the Fund indirectly
to the underlying risks of the investment company. The Fund also will bear its
share of the underlying investment companys fees and expenses, which are in
addition to the Funds own fees and expenses. Shares of closed-end funds and
ETFs may trade at prices that reflect a premium above or a discount below the
investment companys net asset value, which may be substantial in the case of
closed-end funds. If investment company securities are purchased at a premium
to net asset value, the premium may not exist when those securities are sold
and the Fund could incur a loss.

PREFERRED STOCK

The
may invest in preferred stock. Preferred stock represents an equity interest in
a company that generally entitles the holder to receive, in preference to the
holders of other stocks such as common stocks, dividends and a fixed share of
the proceeds resulting from a liquidation of the company. Some preferred stocks
also entitle their holders to receive additional liquidation proceeds on the
same basis as holders of a companys common stock, and thus also represent an
ownership interest in that company.

9

Preferred
stocks may pay fixed or adjustable rates of return. Preferred stock is subject
to issuer-specific and market risks applicable generally to equity securities.
In addition, a companys preferred stock generally pays dividends only after
the company makes required payments to holders of its bonds and other debt. For
this reason, the value of preferred stock will usually react more strongly than
bonds and other debt to actual or perceived changes in the companys financial
condition or prospects. Preferred stock of smaller companies may be more
vulnerable to adverse developments than preferred stock of larger companies.

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

The
Fund may enter into repurchase and reverse repurchase agreements. It is the
current policy of the Fund not to invest in repurchase or reverse repurchase
agreements that do not mature within seven days if any such investment,
together with any other illiquid assets held by the Fund, amounts to more than
15% of its net assets.

Repurchase
agreements, which may be viewed as a type of secured lending by the Fund,
typically involve the acquisition by the Fund of debt securities from a selling
financial institution such as a bank, savings and loan association or
broker-dealer. The agreement provides that the Fund will sell back to the
institution, and that the institution will repurchase, the underlying security
serving as collateral at a specified price and at a fixed time in the future,
usually not more than seven days from the date of purchase. The collateral will
be marked-to-market daily to determine that the value of the collateral, as
specified in the agreement, does not decrease below the purchase price plus
accrued interest. If such decrease occurs, additional collateral will be
requested and, when received, added to the account to maintain full
collateralization. The Fund will accrue interest from the institution until the
time when the repurchase is to occur. While repurchase agreements involve
certain risks not associated with direct investments in debt securities, the
Fund will only enter into a repurchase agreement where (i) the underlying
securities are of the type which the Funds investment policies would allow it
to purchase directly, (ii) the market value of the underlying security,
including accrued interest, will be at all times be equal to or exceed the
value of the repurchase agreement, and (iii) payment for the underlying
securities is made only upon physical delivery or evidence of book-entry
transfer to the account of the custodian or a bank acting as agent.

The
Fund may also enter into reverse repurchase agreements. Reverse repurchase
agreements involve sales by the Fund of portfolio assets concurrently with an
agreement by the Fund to repurchase the same assets at a later date at a fixed
price. Generally, the effect of such a transaction is that the Fund can recover
all or most of the cash invested in the portfolio securities involved during
the term of the reverse repurchase agreement, while the Fund will be able to
keep the interest income associated with those portfolio securities. Such
transactions are advantageous only if the interest cost to the Fund of the
reverse repurchase transaction is less than the cost of obtaining the cash
otherwise. Opportunities to achieve this advantage may not always be available,
and the Fund intends to use the reverse repurchase technique only when it will
be advantageous to the Fund.

RULE 144A AND SECTION 4(2) SECURITIES

The
Fund may invest in securities which are subject to restrictions on resale
because they have not been registered under the Securities Act of 1933, or
which are otherwise not readily marketable.

Rule
144A under the Securities Act of 1933 allows a broader institutional trading
market for securities otherwise subject to restriction on resale to the general
public. Rule 144A establishes a safe

10

harbor from the
registration requirements of the Securities Act of 1933 of resale of certain
securities to qualified institutional buyers.

The
Adviser will monitor the liquidity of restricted securities in the Funds
holdings under the supervision of the Board. In reaching liquidity decisions,
the Adviser will consider, among other things, the following factors: (1) the
frequency of trades and quotes for the security; (2) the number of dealers
wishing to purchase or sell the security and the number of other potential
purchasers; (3) dealer undertakings to make a market in the security; and (4)
the nature of the security and the nature of the marketplace trades (e.g., the
time needed to dispose of the security, the method of soliciting offers and the
mechanisms of the transfer).

In
addition, commercial paper may be issued in reliance on the private placement
exemption from registration afforded by Section 4(2) of the Securities Act of
1933. Such commercial paper is restricted as to disposition under the federal
securities laws and, therefore, any resale of such securities must be effected
in a transaction exempt from registration under the Securities Act of 1933.
Such commercial paper is normally resold to other investors through or with the
assistance of the issuer or investment dealers who make a market in such
securities, thus providing liquidity.

Securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933 and
commercial paper issued in reliance on the Section 4(2) exemption under the
1940 Act may be determined to be liquid in accordance with guidelines
established by the Board for purposes of complying with investment restrictions
applicable to investments by the Fund in illiquid securities. To the extent
such securities are determined to be illiquid, they will be aggregated with
other illiquid investments for purposes of the limitation on illiquid
investments.

SECURITIES LENDING

The
Fund may lend securities to parties such as broker-dealers or other
institutions. Securities lending allows the Fund to retain ownership of the
securities loaned and, at the same time, earn additional income. The borrower
provides the Fund with collateral in an amount at least equal to the value of
the securities loaned. The Fund maintains the ability to obtain the right to
vote or consent on proxy proposals involving material events affecting
securities loaned. If the borrower defaults on its obligation to return the
securities loaned because of insolvency or other reasons, the Fund could
experience delays and costs in recovering the securities loaned or in gaining
access to the collateral. These delays and costs could be greater for foreign
securities. If the Fund is not able to recover the securities loaned, the Fund
may sell the collateral and purchase a replacement investment in the market.
The value of the collateral could decrease below the value of the replacement
investment by the time the replacement investment is purchased. Cash received
as collateral through loan transactions will generally be invested in shares of
a money market fund. Investing this cash subjects that investment, as well as
the securities loaned, to market appreciation or depreciation

SUBSIDIARY

Investments
in the Subsidiary are expected to provide the Fund with exposure to the
commodity markets within the limitations of Subchapter M of the Internal
Revenue Code and recent IRS revenue rulings, as discussed below under
Taxation. The Subsidiary is a company organized under the laws of the Cayman
Islands, and is overseen by its own board of directors. The Fund is the sole
shareholder of the Subsidiary, and it is not currently expected that shares of
the Subsidiary will be sold or offered to other investors. It is expected that
the Subsidiary will invest primarily in commodity-linked derivative instruments,
including swap agreements, futures and options on futures. To the extent that
the Fund

11

invests in the
Subsidiary, the Fund may be subject to the risks associated with those
derivative instruments and other securities.

While
the Subsidiary may be considered similar to investment companies, it is not
registered under the 1940 Act and, unless otherwise noted in the applicable
Prospectus and this SAI, is not subject to all of the investor protections of
the 1940 Act and other U.S. regulations. Changes in the laws of the United
States and/or the Cayman Islands could result in the inability of the Fund
and/or the Subsidiary to operate as described in the applicable Prospectus and
this SAI and could negatively affect the Fund and its shareholders.

SWAPS

The
Fund may enter into swap agreements. A swap is a derivative in the form of an
agreement to exchange the return generated by one instrument for the return
generated by another instrument. The payment streams are calculated by reference
to a specified index and agreed upon notional amount. The term specified
index includes currencies, fixed interest rates, prices, total return on
interest rate indices, fixed income indices, stock indices and commodity
indices (as well as amounts derived from arithmetic operations on these
indices). For example, the Fund may agree to swap the return generated by a
fixed income index for the return generated by a second fixed income index. The
currency swaps in which the Fund may enter will generally involve an agreement
to pay interest streams in one currency based on a specified index in exchange
for receiving interest streams denominated in another currency. Such swaps may
involve initial and final exchanges that correspond to the agreed upon notional
amount. The swaps in which the Fund may engage also include rate caps, floors
and collars under which one party pays a single or periodic fixed amount(s) (or
premium), and the other party pays periodic amounts based on the movement of a
specified index.

Swaps
do not involve the delivery of securities, other underlying assets, or
principal. Accordingly, the risk of loss with respect to swaps is limited to
the net amount of payments that the Fund is contractually obligated to make. If
the other party to a swap defaults, the Funds risk of loss consists of the net
amount of payments that the Fund is contractually entitled to receive. Currency
swaps usually involve the delivery of the entire principal value of one
designated currency in exchange for the other designated currency. Therefore,
the entire principal value of a currency swap is subject to the risk that the
other party to the swap will default on its contractual delivery obligations.
If there is a default by the counterparty, the Fund may have contractual
remedies pursuant to the agreements related to the transaction. In addition, as
of the date of this SAI, UBS was the only available counterparty with which the
Fund may enter into swap contracts on the Index. Accordingly, this increases
the Funds exposure to these counterparty risks.

The
use of swaps is a highly specialized activity which involves investment
techniques and risks different from those associated with ordinary fund
securities transactions. If the Adviser is incorrect in its forecasts of market
values, interest rates, and currency exchange rates, the investment performance
of the Fund would be less favorable than it would have been if this investment
technique were not used. Also, if a counterpartys creditworthiness declines,
the value of the swap would likely decline.

TRACKING ERROR

The
Funds return may not match the return of the Index due to, among other
factors, the Fund incurring operating expenses, and not being fully invested at
all times as a result of cash inflows and cash reserves to meet redemptions.

12

U.S. GOVERNMENT
AND RELATED OBLIGATIONS

U.S.
Government obligations include U.S. Treasury obligations and securities issued
or guaranteed by various agencies of the U.S. Government or by various
instrumentalities which have been established or sponsored by the U.S.
Government. U.S. Treasury obligations and securities issued or guaranteed by
various agencies of the U.S. Government differ in their interest rates,
maturities and time of issuance, as well as with respect to whether they are
guaranteed by the U.S. Government. U.S. Government and related obligations may
be structured as fixed-, variable- or floating-rate obligations.

While U.S.
Treasury obligations are backed by the full faith and credit of the U.S.
Government, securities issued or guaranteed by federal agencies and U.S.
Government-sponsored instrumentalities may or may not be backed by the full
faith and credit of the U.S. Government. These securities may be supported by
the ability to borrow from the U.S. Treasury or only by the credit of the
issuing agency or instrumentality and, as a result, may be subject to greater
credit risk than securities issued or guaranteed by the U.S. Treasury.
Obligations of U.S. Government agencies, authorities, instrumentalities and
sponsored enterprises historically have involved limited risk of loss of
principal if held to maturity. However, no assurance can be given that the U.S.
Government would provide financial support to any of these entities if it is
not obligated to do so by law.

WHEN, AS AND IF
ISSUED SECURITIES

The Fund
may purchase securities on a when, as and if issued basis, under which the
issuance of the security depends upon the occurrence of a subsequent event,
such as approval of a merger, corporate reorganization or debt restructuring.
The commitment for the purchase of any such security will not be recognized by
the Fund until the Adviser determines that issuance of the security is
probable. At that time, the Fund will record the transaction and, in
determining its net asset value, will reflect the value of the security daily.
At that time, the Fund will also earmark or establish a segregated account on
the Funds books in which it will maintain cash, cash equivalents or other
liquid portfolio securities equal in value to recognized commitments for such
securities. The value of the Funds commitments to purchase the securities of
any one issuer, together with the value of all securities of such issuer owned
by the Fund, may not exceed 5% (2% in the case of warrants which are not listed
on an exchange) of the value of the Funds total assets at the time the initial
commitment to purchase such securities is made. An increase in the percentage
of the Fund assets committed to the purchase of securities on a when, as and
if issued basis may increase the volatility of its net asset value. The Fund
may also sell securities on a when, as and if issued basis provided that the
issuance of the security will result automatically from the exchange or
conversion of a security owned by the Fund at the time of sale.

ADDITIONAL
INFORMATION ABOUT THE INDEX

The
following is a more complete description of the Index, including, without
limitation, information about the composition, weighting, method of calculation
and procedures for changes in components and weights.

Overview of the Index

The Index
is weighted across both commodities and maturities. The Index, which is
rebalanced monthly, represents a basket of futures contracts on 26 components
representing 24 underlying commodities (as of __________, 2011) with a series
of up to five different investment maturities for each individual commodity
using the calculation methodology of constant maturity forwards. Traditional
commodity indices tend to focus on front-month contracts with short tenors
(time to maturity) whereas

13

the Index is based on commodity futures contracts with tenors ranging
from around three months to over three years. The Index also offers continuous
roll mechanisms for each constant maturity with respect to each commodity. This
is in contrast to the rolling of near-term contracts over a short, pre-defined
period of time that is offered in other commodity indices. The commodities
represented in the Index currently include agricultural products, energy
products, metals and minerals. The exchanges include the New York Mercantile
Exchange (including the COMEX division), Chicago Board of Trade, London Metal
Exchange, New York Board of Trade, Chicago Mercantile Exchange, Kansas City
Board of Trade, ICE Futures and Euronext.Liffe.

The overall
return on the Index is generated by two components: (i) uncollateralized
returns from holding and rolling of futures contracts comprising the Index and
(ii) a daily fixed-income return, which reflect the interest earned on a
hypothetical 91-day Treasury Bill portfolio theoretically deposited as margin
for hypothetical positions in the futures contracts comprising the Index.

As of
__________, 2011, the Index consisted of the following commodity sectors with
the following relative target weights: Energy (____%), Agriculture (____%),
Industrial Metals (____%), Precious Metals (____%) and Livestock (____%).

Component Selection and Target Weights

For a
commodity contract to be included in the Index, the following primary and
secondary requirements have to be satisfied:

The primary requirements involve satisfying certain criteria
related to the nature of the instrument as well as some technical
characteristics including country of origin, trading characteristics, foreign
exchange controls, availability and accuracy of contract, price and volume
data.

The secondary requirements involve satisfying a series of purely
financial thresholds based on liquidity, including, among other things, open
interest and market volume. Open interest, which reflects positions in
contracts that remain open on an overnight or multi-day basis, is used to
assess past and future liquidity. Market volume, which reflects the number of
contracts traded in a given period of time, indicates immediate interest, and
over a period of time provides a usable measure of liquidity.

Index Weightings

The
weighting process for the Index is designed to reflect the economic
significance and market liquidity of each commodity. The Index sponsors use a
two-step approach to determine target weights: first, economic indicators
(regional Consumer Price Indexes (CPI), Producer Price Indexes (PPI) and Gross
Domestic Projects (GDP)), along with liquidity analysis, are used to determine
the sector weights (the five sectors of the Index are currently agriculture,
livestock, energy, precious metals and industrial metals); then global
consumption data in conjunction with further liquidity analysis is used to
calculate the individual component weights. In order to ensure a high level of
diversification and avoid unnecessary dilution, the weight of any individual
index component is limited to 20% and any commodity with a weight that is lower
than 0.60% is excluded from the Index.

14

Changes in the Weights and/or Index
Composition

The CMCI
Governance Committee (in consultation with the CMCI Advisory Committee) reviews
the selection and weightings of the futures contracts in the Index bi-annually,
in October and April, or at any special meeting called by the CMCI Advisory
Committee. Thus, weights are potentially reassigned whenever a regular or
special meeting of the CMCI Governance Committee is held, subject to
ratification by the Index Sponsors.

Tenors of Contracts

The Index
represents a weighted average of all availably Index constant maturities
(ranging from three months to three years). The distribution of weightings to
available tenors (time to maturity) is a function of relative liquidity of the
underlying futures contracts. As of January 1, 2010, the average tenor of the
futures contracts comprising the Index is approximately 8.35 months. As with
most assert classes, the liquidity of commodity futures contracts tends to
reduce as time to maturity increases.

Rebalancing of the Index Components

Due to
price movements, the weight of each component in the Index will move away from
its Target Weight over time. The weight of each Index component is therefore
rebalanced over the final three Index Business Days of each month in order to
bring each underlying commodity and tenor back to its Target Weight. The
process is automatic and is implemented via a pre-defined methodology.

In
addition, twice annually in January and July there is a maintenance period at
which time the Target Weights themselves are adjusted according to decisions of
the CMCI Governance Committee as ratified by the Index Sponsors.

Calculation of the Index

The Index
is calculated and disseminated by UBS approximately every fifteen seconds
(assuming the Index level has changed within such fifteen-second interval) from
8:00 a.m. to 3:00 p.m., New York City time, and a daily closing Index level is
published between 4:00 p.m. and 6:00 p.m., New York City time, on each Trading
Day, Index information is available from Bloomberg on pages CUBS, CMCN or CMCX
and from Reuters on page UBSCMCI.

Index
information is also available on the Bloomberg website: http://www.bloomberg.com (Select
COMMODITIES from the drop-down menu entitle Market Data). For further
information on the Index, investors can go the http://www.usb.com/cmci.
Index values can also be found at http://www.ubs.com/keyinvest,
choose United States, and then click on the Commodities tab.

Total Return

The Index
is a total return index. In addition to uncollateralized returns generated
from the futures contracts comprising the Index, a daily fixed-income return is
added, which reflects the interest earned on a hypothetical 91-day Treasury
Bill portfolio theoretically deposited as margin for hypothetical positions in
the futures contracts comprising the Index. The rate used to calculate the
daily fixed-income return is the 91-day U.S. Treasury Bill auction rate, as
published by the Treasury Security Auction Results report, published by the
Bureau of the Public Debt currently available on the website: http://www.treasurydirect.gov/annceresult/press/press.htm.
The rate is generally published once per week on Monday and generally made
effective with respect to the Index on the following Trading Day.

15

Investment Restrictions

The Trust
has adopted the following investment restrictions as fundamental policies with
respect to the Fund. These restrictions cannot be changed without the approval
of the holders of a majority of the Funds outstanding voting securities. For
purposes of the Investment Company Act of 1940, as amended (the 1940 Act), a
majority of the outstanding voting securities of the Fund means the vote, at an
annual or a special meeting of the security holders of the Trust, of the lesser
of (1) 67% or more of the voting securities of the Fund present at such
meeting, if the holders of more than 50% of the outstanding voting securities
of the Fund are present or represented by proxy, or (2) more than 50% of the
outstanding voting securities of the Fund. Under these restrictions:

1.

The Fund may not make loans, except that the Fund may (i) lend
portfolio securities, (ii) enter into repurchase agreements, (iii) purchase
all or a portion of an issue of debt securities, bank loan or participation
interests, bank certificates of deposit, bankers acceptances, debentures or
other securities, whether or not the purchase is made upon the original
issuance of the securities and (iv) participate in an interfund lending
program with other registered investment companies;

2.

The Fund may not borrow money, except as permitted under the 1940
Act, and as interpreted or modified by regulation from time to time;

3.

The Fund may not issue senior securities, except as permitted under
the 1940 Act, and as interpreted or modified by regulation from time to time;

4.

The Fund may not purchase or sell real estate, except that the Fund
may (i) invest in securities of issuers that invest in real estate or
interests therein; (ii) invest in mortgage-related securities and other
securities that are secured by real estate or interests therein; and (iii)
hold and sell real estate acquired by the Fund as a result of the ownership
of securities;

5.

The Fund may not engage in the business of underwriting securities
issued by others, except to the extent that the Fund may be considered an
underwriter within the meaning of the Securities Act of 1933, as amended (the
Securities Act), in the disposition of restricted securities or in
connection with its investments in other investment companies;

6.

The Fund may not purchase or sell commodities, unless acquired as a
result of owning securities or other instruments, but it may purchase, sell
or enter into financial options and futures, forward and spot currency
contracts, swap transactions and other financial contracts or derivative
instruments and may invest in securities or other instruments backed by
commodities; and

7.

Purchase any security if, as a result of that purchase, 25% or more
of its total assets would be invested in securities of issuers having their
principal business activities in the same industry, provided that this
restriction does not limit the Funds investments in (i) securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities, (ii)
securities of other investment companies, and provided further that (iii) to
the extent the benchmark index for the Fund is concentrated in a particular
industry, the Fund will necessarily be concentrated in that industry.

In
addition to the investment restrictions adopted as fundamental policies as set
forth above, the Fund observes the following restrictions, which may be changed
by the Board without a shareholder vote.

16

The Fund will not purchase securities of open-end or closed-end
investment companies except in compliance with the 1940 Act, although the Fund
may not acquire any securities of registered open-end investment companies or
registered unit investment trusts in reliance on Sections 12(d)(1)(F) or
12(d)(1)(G) of the 1940 Act.

If a
percentage limitation is adhered to at the time of investment or contract, a
later increase or decrease in percentage resulting from any change in value or
total or net assets will not result in a violation of such restriction, except
that the percentage limitations with respect to the borrowing of money and
illiquid securities will be continuously complied with.

17

EXCHANGE LISTING
AND TRADING

A
discussion of exchange listing and trading matters associated with an
investment in the Fund is contained in the Funds Prospectus under the headings
Summary InformationPrincipal Risks of Investing in the Fund, Additional
Information About the Funds Investment Strategies and RisksRisks of Investing
in the Fund, Shareholder InformationDetermination of NAV and Shareholder
InformationBuying and Selling Exchange-Traded Shares. The discussion below supplements,
and should be read in conjunction with, such sections of the Prospectus.

The Shares
of the Fund are expected to be approved for listing on NYSE Arca, subject to
notice of issuance, and will trade in the secondary market at prices that may
differ to some degree from their NAV. The Exchange may but is not required to
remove the Shares of the Fund from listing if: (1) following the initial
twelve-month period beginning upon the commencement of trading of the Fund,
there are fewer than 50 beneficial holders of the Shares for 30 or more
consecutive trading days, (2) the value of the Funds Index or portfolio of
securities on which the Fund is based is no longer calculated or available or
(3) such other event shall occur or condition exists that, in the opinion of
the Exchange, makes further dealings on the Exchange inadvisable. In addition,
the Exchange will remove the Shares from listing and trading upon termination
of the Trust. There can be no assurance that the requirements of the Exchange
necessary to maintain the listing of Shares of the Fund will continue to be
met.

As in the
case of other securities traded on the Exchange, brokers commissions on
transactions will be based on negotiated commission rates at customary levels.

In order to
provide investors with a basis to gauge whether the market price of the Shares
on the Exchange is approximately consistent with the current value of the
assets of the Fund on a per Share basis, an updated Indicative Per Share Portfolio
Value is disseminated intra-day through the facilities of the Consolidated Tape
Associations Network B. Indicative Per Share Portfolio Values are disseminated
every 15 seconds during regular Exchange trading hours based on the most
recently reported prices of Fund Securities. As the respective international
local markets close, the Indicative Per Share Portfolio Value will continue to
be updated for foreign exchange rates for the remainder of the U.S. trading day
at the prescribed 15 second interval. The Fund is not involved in or
responsible for the calculation or dissemination of the Indicative Per Share
Portfolio Value and make no warranty as to the accuracy of the Indicative Per
Share Portfolio Value.

The
Indicative Per Share Portfolio Value has an equity securities value component
and a net other assets value component, each of which are summed and divided by
the total estimated Fund Shares outstanding, including Shares expected to be
issued by the Fund on that day, to arrive at an Indicative Per Share Portfolio
Value.

The equity
securities value component of the Indicative Per Share Portfolio Value
represents the estimated value of the portfolio securities held by the Fund on
a given day. While the equity securities value component estimates the current
market value of the Funds portfolio securities, it does not necessarily
reflect the precise composition or market value of the current portfolio of
securities held by the Trust for the Fund at a particular point in time. Therefore,
the Indicative Per Share Portfolio Value disseminated during Exchange trading
hours should be viewed only as an estimate of the Funds NAV per share, which
is calculated at the close of the regular trading session on the New York Stock
Exchange (NYSE) (ordinarily 4:00 p.m. Eastern time) on each Business Day.

In addition
to the equity securities value component described in the preceding paragraph,
the Indicative Per Share Portfolio Value for the Fund includes a net other
assets value component consisting

18

of estimates of all other assets and liabilities of the Fund including,
among others, current day estimates of dividend income and expense accruals.

19

BOARD OF TRUSTEES
OF THE TRUST

Trustees and
Officers of the Trust

The Board
of the Trust consists of four Trustees, three of whom are not interested
persons (as defined in the 1940 Act), of the Trust (the Independent
Trustees). Mr. David H. Chow, an Independent Trustee, serves as Chairman of
the Board. The Board is responsible for overseeing the management and
operations of the Trust, including general supervision of the duties performed
by the Adviser and other service providers to the Trust. The Adviser is
responsible for the day-to-day administration and business affairs of the
Trust.

The Board
believes that each Trustees experience, qualifications, attributes or skills
on an individual basis and in combination with those of the other Trustees lead
to the conclusion that the Board possesses the requisite skills and attributes
to carry out its oversight responsibilities with respect to the Trust. The
Board believes that the Trustees ability to review, critically evaluate,
question and discuss information provided to them, to interact effectively with
the Adviser, other service providers, counsel and independent auditors, and to
exercise effective business judgment in the performance of their duties,
support this conclusion. The Board also has considered the following
experience, qualifications, attributes and/or skills, among others, of its
members in reaching its conclusion: such persons character and integrity;
length of service as a board member of the Trust; such persons willingness to
serve and willingness and ability to commit the time necessary to perform the
duties of a Trustee; and as to each Trustee other than Mr. van Eck, his status
as not being an interested person (as defined in the 1940 Act) of the Trust.
In addition, the following specific experience, qualifications, attributes
and/or skills apply as to each Trustee: Mr. Chow, significant business and
financial experience, particularly in the investment management industry,
experience with trading and markets through his involvement with the Pacific
Stock Exchange, and service as a chief executive officer, board member, partner
or executive officer of various businesses and non-profit organizations; Mr.
Short, business and financial experience, particularly in the investment
management industry, and service as a president, board member or executive
officer of various businesses; Mr. Stamberger, business and financial
experience and service as the president, chief executive officer and board
member of SmartBrief Inc., a media company; and Mr. van Eck, business and
financial experience, particularly in the investment management industry, and
service as a president, executive officer and/or board member of various
businesses, including the Adviser, Van Eck Securities Corporation, and Van Eck
Absolute Return Advisers Corporation. References to the experience,
qualifications, attributes and skills of Trustees are pursuant to requirements
of the Securities and Exchange Commission (the SEC), do not constitute
holding out of the Board or any Trustee as having any special expertise or
experience, and shall not impose any greater responsibility or liability on any
such person or on the Board by reason thereof.

The
Trustees of the Trust, their addresses, positions with the Trust, ages, term of
office and length of time served, principal occupations during the past five
years, the number of portfolios in the Fund Complex overseen by each Trustee
and other directorships, if any, held by the Trustees, are set forth below.

Director of Trading (Since
1995) and Portfolio Manager (Since 1997) for the Adviser; Officer of other
investment companies advised by the Adviser.

John J. Crimmins, 53

Treasurer

Since 2009

Vice President of Portfolio
Administration of the Adviser (Since 2009); Vice President of VESC and VEARA
(Since 2009); Chief Financial, Operating and Compliance Officer, Kern Capital
Management LLC (September 1997-February 2009); Officer of other investment
companies advised by the Adviser.

Susan C. Lashley, 55

Vice President

Since 2006

Vice President of the
Adviser and VESC; Officer of other investment companies advised by the
Adviser.

Thomas K. Lynch, 54

Chief Compliance Officer

Since 2007

Chief Compliance Officer of
the Adviser and VEARA (Since December 2006) and of VESC (Since August 2008);
Vice President of the Adviser, VEARA and VESC; Treasurer (April 2005-December
2006); Second Vice President of Investment Reporting, TIAA-CREF (January
1996-April 2005); Officer of other investment companies advised by the
Adviser.

Senior Vice President,
Chief Financial Officer, Treasurer and Controller of the Adviser, VESC and
VEARA (Since 1997); Officer of other investment companies advised by the
Adviser.

1

The address for each Officer
is 335 Madison Avenue, 19th Floor, New York, New York 10017.

2

Officers are elected yearly
by the Trustees.

The
Board of the Trust met five times during the fiscal year ended December 31,
2009.

The
Board has an Audit Committee consisting of three Trustees who are Independent
Trustees. Messrs. Chow, Short and Stamberger currently serve as members of the
Audit Committee and each has been designated as an audit committee financial
expert as defined under Item 407 of Regulation S-K of the Securities Exchange
Act of 1934, as amended (the Exchange Act). Mr. Short is the Chairman of the
Audit Committee. The Audit Committee has the responsibility, among other
things, to: (i) oversee the accounting and financial reporting processes of the
Trust and its internal control over financial reporting; (ii) oversee the quality
and integrity of the Trusts financial statements and the independent audit
thereof; (iii) oversee or, as appropriate, assist the Boards oversight of the
Trusts compliance with legal and regulatory requirements that relate to the
Trusts accounting and financial reporting, internal control over financial
reporting and independent audit; (iv) approve prior to appointment the
engagement of the Trusts independent registered public accounting firm and, in
connection therewith, to review and evaluate the qualifications, independence
and performance of the Trusts independent registered public accounting firm;
and (v) act as a liaison between the Trusts independent registered public
accounting firm and the full Board. The Audit Committee met four times during
the fiscal year ended December 31, 2009.

The
Board also has a Nominating and Corporate Governance Committee consisting of
three Independent Trustees. Messrs. Chow, Short and Stamberger currently serve
as members of the Nominating and Corporate Governance Committee. Mr. Stamberger
is the Chairman of the Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee has the responsibility, among
other things, to: (i) evaluate, as necessary, the composition of the Board, its
committees and sub-committees and make such recommendations to the Board as
deemed appropriate by the Committee; (ii) review and define Independent Trustee
qualifications; (iii) review the qualifications of individuals serving as
Trustees on the Board and its committees; (iv) evaluate, recommend and nominate
qualified individuals for election or appointment as members of the Board and
recommend the appointment of members and chairs of each Board committee and
subcommittee; and (v) review and assess, from time to time, the performance of
the committees and subcommittees of the Board and report the results to the
Board. The Nominating and Corporate Governance Committee met one time during
the fiscal year ended December 31, 2009.

The
Board has determined that its leadership structure is appropriate given the
business and nature of the Trust. In connection with its determination, the
Board considered that the Chairman of the

23

Board
is an Independent Trustee. The Chairman of the Board can play an important role
in setting the agenda of the Board and also serves as a key point person for
dealings between management and the other Independent Trustees. The Independent
Trustees believe that the Chairmans independence facilitates meaningful
dialogue between the Adviser and the Independent Trustees. The Board also
considered that the Chairman of each Board committee is an Independent Trustee,
which yields similar benefits with respect to the functions and activities of
the various Board committees. The Independent Trustees also regularly meet
outside the presence of management and are advised by independent legal
counsel. The Board has determined that its committees help ensure that the
Trust has effective and independent governance and oversight. The Board also
believes that its leadership structure facilitates the orderly and efficient
flow of information to the Independent Trustees from management of the Trust,
including the Adviser. The Board reviews its structure on an annual basis.

As
an integral part of its responsibility for oversight of the Trust in the
interests of shareholders, the Board, as a general matter, oversees risk
management of the Trusts investment programs and business affairs. The
function of the Board with respect to risk management is one of oversight and
not active involvement in, or coordination of, day-to-day risk management
activities for the Trust. The Board recognizes that not all risks that may
affect the Trust can be identified, that it may not be practical or
cost-effective to eliminate or mitigate certain risks, that it may be necessary
to bear certain risks (such as investment-related risks) to achieve the Trusts
goals, and that the processes, procedures and controls employed to address
certain risks may be limited in their effectiveness. Moreover, reports received
by the Trustees that may relate to risk management matters are typically
summaries of the relevant information.

The
Board exercises oversight of the risk management process primarily through the
Audit Committee, and through oversight by the Board itself. The Trust faces a
number of risks, such as investment-related and compliance risks. The Advisers
personnel seek to identify and address risks, i.e., events or circumstances
that could have material adverse effects on the business, operations,
shareholder services, investment performance or reputation of the Trust. Under
the overall supervision of the Board or the applicable Committee of the Board,
the Trust, the Adviser, and the affiliates of the Adviser employ a variety of
processes, procedures and controls to identify such possible events or
circumstances, to lessen the probability of their occurrence and/or to mitigate
the effects of such events or circumstances if they do occur. Different
processes, procedures and controls are employed with respect to different types
of risks. Various personnel, including the Trusts Chief Compliance Officer, as
well as various personnel of the Adviser and other service providers such as the
Trusts independent accountants, may report to the Audit Committee and/or to
the Board with respect to various aspects of risk management, as well as events
and circumstances that have arisen and responses thereto.

The
officers and Trustees of the Trust, in the aggregate, own less than 1% of the
Shares of the Fund.

For
each Trustee, the dollar range of equity securities beneficially owned by the
Trustee in the Trust and in all registered investment companies advised by the
Adviser (Family of Investment Companies) that are overseen by the Trustee is
shown below.

Aggregate Dollar Range of
Equity Securities in all
Registered Investment
Companies Overseen By
Trustee In Family of
Investment Companies
(As of December 31, 2009)

Jan F. van Eck

None

Over
$100,000

As
to each Independent Trustee and his immediate family members, no person owned
beneficially or of record securities in an investment manager or principal underwriter
of the Fund, or a person (other than a registered investment company) directly
or indirectly controlling, controlled by or under common control with the
investment manager or principal underwriter of the Fund.

Remuneration of Trustees

The
Trust pays each Independent Trustee an annual retainer of $40,000, a per
meeting fee of $15,000 for scheduled quarterly meetings of the Board and each
special meeting of the Board and a per meeting fee of $7,500 for telephonic
meetings. The Trust pays the Chairman of the Board an annual retainer of
$42,875, the Chairman of the Audit Committee an annual retainer of $18,375 and
the Chairman of the Governance Committee an annual retainer of $12,250. The
Trust also reimburses each Trustee for travel and other out-of-pocket expenses
incurred in attending such meetings. No pension or retirement benefits are
accrued as part of Trustee compensation.

The
table below shows the estimated compensation that is contemplated to be paid to
the Trustees by the Trust for the fiscal year ended December 31, 2009. Annual
Trustee fees may be reviewed periodically and changed by the Trusts Board.

Name of
Trustee

AggregateCompensationFrom the Trust

Deferred
CompensationFrom the Trust

Pension or
Retirement
Benefits Accrued
as Part of the
Trusts Expenses(2)

Estimated AnnualBenefits UponRetirement

Total
Compensation
From the Trust
and the Fund
Complex(1) Paid to
Trustee(2)

Because the funds of the
Fund Complex have different fiscal year ends, the amounts shown are presented
on a calendar year basis.

(3)

Interested person under
the 1940 Act.

25

PORTFOLIO
HOLDINGS DISCLOSURE

The Funds
portfolio holdings are publicly disseminated each day the Fund is open for
business through financial reporting and news services, including publicly
accessible Internet web sites. In addition, a basket composition file, which
includes the security names and share quantities to deliver in exchange for
Creation Units, together with estimates and actual cash components is publicly
disseminated daily prior to the opening of the Exchange via the National Securities
Clearing Corporation (the NSCC), a clearing agency that is registered with
the SEC. The basket represents one Creation Unit of the Fund. The Trust,
Adviser, Custodian and Distributor will not disseminate non-public information
concerning the Trust.

QUARTERLY
PORTFOLIO SCHEDULE

The Trust
is required to disclose, after its first and third fiscal quarters, the
complete schedule of the Funds portfolio holdings with the SEC on Form N-Q.
Form N-Q for the Fund will be available on the SECs website at http://www.sec.gov.
The Funds Form N-Q may also be reviewed and copied at the SECs Public
Reference Room in Washington, D.C. and information on the operation of the
Public Reference Room may be obtained by calling 202.551.8090. The Funds Form
N-Q will be available through the Funds website, at www.vaneck.com or
by writing to 335 Madison Avenue, 19th Floor, New York, New York 10017.

CODE OF ETHICS

The Fund,
the Adviser and the Distributor have each adopted a Code of Ethics pursuant to
Rule 17j-1 under the 1940 Act, designed to monitor personal securities
transactions by their personnel (the Personnel). The Code of Ethics requires
that all trading in securities that are being purchased or sold, or are being
considered for purchase or sale, by the Fund must be approved in advance by the
Head of Trading, the Director of Research and the Chief Compliance Officer of
the Adviser. Approval will be granted if the security has not been purchased or
sold or recommended for purchase or sale for the Fund on the day that the
Personnel of the Adviser requests pre-clearance, or otherwise if it is
determined that the personal trading activity will not have a negative or
appreciable impact on the price or market of the security, or is of such a
nature that it does not present the dangers or potential for abuses that are
likely to result in harm or detriment to the Fund. At the end of each calendar
quarter, all Personnel must file a report of all transactions entered into
during the quarter. These reports are reviewed by a senior officer of the
Adviser.

Generally,
all Personnel must obtain approval prior to conducting any transaction in
securities. Independent Trustees, however, are not required to obtain prior
approval of personal securities transactions. Personnel may purchase securities
in an initial public offering or private placement, provided that he or she
obtains preclearance of the purchase and makes certain representations.

PROXY VOTING
POLICIES AND PROCEDURES

The Funds
proxy voting record will be available upon request and on the SECs website at http://www.sec.gov.
Proxies for the Funds portfolio securities are voted in accordance with the
Advisers proxy voting policies and procedures, which are set forth in Appendix
A to this SAI.

The Trust
is required to disclose annually the Funds complete proxy voting record on
Form N-PX covering the period July 1 through June 30 and file it with the
SEC no later than August 31. Form N-PX for the Fund will be available
through the Funds website, at www.vaneck.com, or by writing

26

to 335 Madison Avenue, 19th Floor, New York, New York 10017. The Funds
Form N-PX will also be available on the SECs website at www.sec.gov.

27

MANAGEMENT

The
following information supplements and should be read in conjunction with the
section in the Prospectus entitled Management of the Fund.

Investment
Adviser

Van Eck
Associates Corporation acts as investment adviser to the Trust and, subject to
the general supervision of the Board, is responsible for the day-to-day
investment management of the Fund. The Adviser is a private company with
headquarters in New York and manages other mutual funds and separate accounts.

The Adviser
serves as investment adviser to the Fund pursuant to an investment management
agreement between the Trust and the Adviser (the Investment Management
Agreement). Under the Investment Management Agreement, the Adviser, subject to
the supervision of the Board and in conformity with the stated investment
policies of the Fund, manages the investment of the Funds assets. The Adviser
is responsible for placing purchase and sale orders and providing continuous
supervision of the investment portfolio of the Fund.

Pursuant to
the Investment Management Agreement, the Trust has agreed to indemnify the
Adviser for certain liabilities, including certain liabilities arising under
the federal securities laws, unless such loss or liability results from willful
misfeasance, bad faith or gross negligence in the performance of its duties or
the reckless disregard of its obligations and duties.

Compensation.
As compensation for its services under the Investment Management Agreement, the
Adviser is paid a monthly fee based on a percentage of the Funds average daily
net assets at the annual rate of _____%. From time to time, the Adviser may
waive all or a portion of its fees. Until at least __________, the Adviser has
agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent
the operating expenses of the Fund (excluding interest expense, offering costs,
trading expenses, taxes and extraordinary expenses) from exceeding _____% of
its average daily net assets per year. Offering costs excluded from the expense
caps are: (a) legal fees pertaining to the Funds Shares offered for sale;
(b) SEC and state registration fees; and (c) initial fees paid for Shares
of the Fund to be listed on an exchange.

Term.
The Investment Management Agreement is subject to annual approval by (1) the
Board or (2) a vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the Fund, provided that in either event such
continuance also is approved by a majority of the Board who are not interested
persons (as defined in the 1940 Act) of the Trust by a vote cast in person at a
meeting called for the purpose of voting on such approval. The Investment
Management Agreement is terminable without penalty, on 60 days notice, by the
Board or by a vote of the holders of a majority (as defined in the 1940 Act) of
the Funds outstanding voting securities. The Investment Management Agreement
is also terminable upon 60 days notice by the Adviser and will terminate
automatically in the event of its assignment (as defined in the 1940 Act).

The Administrator

Van Eck
Associates Corporation also serves as administrator for the Trust pursuant to
the Investment Management Agreement. Under the Investment Management Agreement,
the Adviser is obligated on a continuous basis to provide such administrative
services as the Board of the Trust reasonably deems necessary for the proper
administration of the Trust and the Fund. The Adviser will generally assist in
all aspects of the Trusts and the Funds operations; supply and maintain office

28

facilities, statistical and research data, data processing services,
clerical, bookkeeping and record keeping services (including without limitation
the maintenance of such books and records as are required under the 1940 Act
and the rules thereunder, except as maintained by other agents), internal
auditing, executive and administrative services, and stationery and office
supplies; prepare reports to shareholders or investors; prepare and file tax
returns; supply financial information and supporting data for reports to and
filings with the SEC and various state Blue Sky authorities; supply supporting
documentation for meetings of the Board; provide monitoring reports and
assistance regarding compliance with the Declaration of Trust, by-laws, investment
objectives and policies and with federal and state securities laws; arrange for
appropriate insurance coverage; calculate NAVs, net income and realized capital
gains or losses; and negotiate arrangements with, and supervise and coordinate
the activities of, agents and others to supply services.

Custodian and
Transfer Agent

The Bank of
New York Mellon (The Bank of New York), located at 101 Barclay Street, New
York, NY 10286, serves as custodian for the Fund pursuant to a Custodian
Agreement. As Custodian, The Bank of New York holds the Funds assets. The Bank
of New York serves as the Funds transfer agent pursuant to a Transfer Agency
Agreement. The Bank of New York may be reimbursed by the Fund for its
out-of-pocket expenses. In addition, The Bank of New York provides various
accounting services to the Fund pursuant to a fund accounting agreement.

The Distributor

Van Eck
Securities Corporation (the Distributor) is the principal underwriter and
distributor of Shares. Its principal address is 335 Madison Avenue, New York,
New York 10017 and investor information can be obtained by calling
1-888-MKT-VCTR. The Distributor has entered into an agreement with the Trust
which will continue from its effective date unless terminated by either party
upon 60 days prior written notice to the other party by the Trust and the
Adviser, or by the Distributor, or until termination of the Trust or the Fund
offering its Shares, and which is renewable annually thereafter (the
Distribution Agreement), pursuant to which it distributes Shares. Shares will
be continuously offered for sale by the Trust through the Distributor only in
Creation Units, as described below under Creation and Redemption of Creation
UnitsProcedures for Creation of Creation Units. Shares in less than Creation
Units are not distributed by the Distributor. The Distributor will deliver a
prospectus to persons purchasing Shares in Creation Units and will maintain
records of both orders placed with it and confirmations of acceptance furnished
by it. The Distributor is a broker-dealer registered under the Exchange Act and
a member of the Financial Industry Regulatory Authority (FINRA). The
Distributor has no role in determining the investment policies of the Trust or
which securities are to be purchased or sold by the Trust.

The
Distributor may also enter into sales and investor services agreements with
broker-dealers or other persons that are Participating Parties and DTC
Participants (as defined below) to provide distribution assistance, including
broker-dealer and shareholder support and educational and promotional services
but must pay such broker-dealers or other persons, out of its own assets.

The
Distribution Agreement provides that it may be terminated at any time, without
the payment of any penalty: (i) by vote of a majority of the Independent
Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of the Fund, on at least 60 days written notice
to the Distributor. The Distribution Agreement is also terminable upon 60 days
notice by the Distributor and will terminate automatically in the event of its
assignment (as defined in the 1940 Act).

29

Other Accounts
Managed by the Portfolio Manager

As of the
date of this SAI, Mr. Mazier managed other registered investment companies,
pooled investment vehicles or other accounts.

Below
is a table of the number of other accounts managed within each of the following
categories and the total assets in the accounts managed within each category,
as of __________, 2011.

Name of
Portfolio
Manager

Category
of
Account

Other
Accounts Managed(As of __________, 2011)

Accounts
with respect to which the advisory
fee is based on the performance of the account

Number
of
Accounts

Total
Assets in
Accounts

Number
of Accounts

Total
Assets in
Accounts

Michael
Mazier

Registered investment companies

Other pooled investment vehicles

Other accounts

Although
the funds that are managed by Mr. Mazier may have different investment
strategies, each has an investment objective of seeking to replicate, before
fees and expenses, its respective underlying index. The Adviser does not
believe that management of the various accounts presents a material conflict of
interest for Mr. Mazier or the Adviser.

Portfolio Manager
Compensation

The
portfolio manager is paid a fixed base salary and a bonus. The bonus is based
upon the quality of investment analysis and the management of the funds. The
quality of management of the funds includes issues of replication, rebalancing,
portfolio monitoring and efficient operation, among other factors. Portfolio
managers who oversee accounts with significantly different fee structures are
generally compensated by discretionary bonus rather than a set formula to help
reduce potential conflicts of interest. At times, the Adviser and its
affiliates manage accounts with incentive fees.

Portfolio Manager
Share Ownership

As of the
date of this SAI, Mr. Mazier does not beneficially own any Shares of the Fund.

30

BROKERAGE
TRANSACTIONS

When
selecting brokers and dealers to handle the purchase and sale of portfolio
securities, the Adviser looks for prompt execution of the order at a favorable
price. Generally, the Adviser works with recognized dealers in these
securities, except when a better price and execution of the order can be
obtained elsewhere. The Fund will not deal with affiliates in principal
transactions unless permitted by exemptive order or applicable rule or
regulation. The Adviser owes a duty to its clients to provide best execution on
trades effected. Since the investment objective of the Fund is investment
performance that corresponds to that of an Index, the Adviser does not intend
to select brokers and dealers for the purpose of receiving research services in
addition to a favorable price and prompt execution either from that broker or
an unaffiliated third party.

The Adviser
assumes general supervision over placing orders on behalf of the Trust for the
purchase or sale of portfolio securities. If purchases or sales of portfolio
securities of the Trust and one or more other investment companies or clients
supervised by the Adviser are considered at or about the same time,
transactions in such securities are allocated among the several investment
companies and clients in a manner deemed equitable to all by the Adviser. In
some cases, this procedure could have a detrimental effect on the price or
volume of the security so far as the Trust is concerned. However, in other
cases, it is possible that the ability to participate in volume transactions
and to negotiate lower brokerage commissions will be beneficial to the Trust.
The primary consideration is best execution.

Portfolio
turnover may vary from year to year, as well as within a year. High turnover
rates are likely to result in comparatively greater brokerage expenses and
taxable distributions. The overall reasonableness of brokerage commissions is
evaluated by the Adviser based upon its knowledge of available information as
to the general level of commissions paid by other institutional investors for
comparable services.

31

BOOK ENTRY ONLY
SYSTEM

The
following information supplements and should be read in conjunction with the
section in the Funds Prospectus entitled Shareholder InformationBuying and
Selling Exchange-Traded Shares.

The
Depository Trust Company (DTC) acts as securities depositary for the Shares.
Shares of the Fund are represented by securities registered in the name of DTC
or its nominee and deposited with, or on behalf of, DTC. Certificates will not
be issued for Shares.

DTC, a
limited-purpose trust company, was created to hold securities of its
participants (the DTC Participants) and to facilitate the clearance and
settlement of securities transactions among the DTC Participants in such
securities through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own DTC. More specifically, DTC is owned by
a number of its DTC Participants and by the NYSE and FINRA. Access to the DTC
system is also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a DTC
Participant, either directly or indirectly (the Indirect Participants).

Beneficial
ownership of Shares is limited to DTC Participants, Indirect Participants and
persons holding interests through DTC Participants and Indirect Participants.
Ownership of beneficial interests in Shares (owners of such beneficial
interests are referred to herein as Beneficial Owners) is shown on, and the
transfer of ownership is effected only through, records maintained by DTC (with
respect to DTC Participants) and on the records of DTC Participants (with
respect to Indirect Participants and Beneficial Owners that are not DTC
Participants). Beneficial Owners will receive from or through the DTC
Participant a written confirmation relating to their purchase of Shares.

Conveyance
of all notices, statements and other communications to Beneficial Owners is
effected as follows. Pursuant to the Depositary Agreement between the Trust and
DTC, DTC is required to make available to the Trust upon request and for a fee
to be charged to the Trust a listing of the Shares holdings of each DTC
Participant. The Trust shall inquire of each such DTC Participant as to the
number of Beneficial Owners holding Shares, directly or indirectly, through
such DTC Participant. The Trust shall provide each such DTC Participant with
copies of such notice, statement or other communication, in such form, number
and at such place as such DTC Participant may reasonably request, in order that
such notice, statement or communication may be transmitted by such DTC
Participant, directly or indirectly, to such Beneficial Owners. In addition,
the Trust shall pay to each such DTC Participant a fair and reasonable amount
as reimbursement for the expenses attendant to such transmittal, all subject to
applicable statutory and regulatory requirements.

Share
distributions shall be made to DTC or its nominee, Cede & Co., as the
registered holder of all Shares. DTC or its nominee, upon receipt of any such
distributions, shall credit immediately DTC Participants accounts with
payments in amounts proportionate to their respective beneficial interests in
Shares as shown on the records of DTC or its nominee. Payments by DTC
Participants to Indirect Participants and Beneficial Owners of Shares held
through such DTC Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers in bearer form or registered in a street name, and will be the
responsibility of such DTC Participants.

The Trust
has no responsibility or liability for any aspects of the records relating to
or notices to Beneficial Owners, or payments made on account of beneficial
ownership interests in such Shares, or for

32

maintaining, supervising or reviewing any records relating to such
beneficial ownership interests or for any other aspect of the relationship
between DTC and the DTC Participants or the relationship between such DTC
Participants and the Indirect Participants and Beneficial Owners owning through
such DTC Participants.

DTC may
determine to discontinue providing its service with respect to the Shares at
any time by giving reasonable notice to the Trust and discharging its
responsibilities with respect thereto under applicable law. Under such
circumstances, the Trust shall take action either to find a replacement for DTC
to perform its functions at a comparable cost or, if such a replacement is
unavailable, to issue and deliver printed certificates representing ownership
of Shares, unless the Trust makes other arrangements with respect thereto
satisfactory to the Exchange.

33

CREATION AND
REDEMPTION OF CREATION UNITS

General

The Fund
issues and sells Shares only in Creation Units on a continuous basis through
the Distributor, without an initial sales load, at its NAV next determined
after receipt, on any Business Day (as defined herein), of an order in proper
form.

A Business
Day with respect to the Fund is any day on which the NYSE is open for
business. As of the date of the Prospectus, the NYSE observes the following
holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day
(Washingtons Birthday), Good Friday, Memorial Day (observed), Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

Fund Deposit

The
consideration for a purchase of Creation Units is principally cash. To the
extent in-kind creations are effected for the Fund, Creation Units of the Fund
will consist of the in-kind deposit of a designated portfolio of equity
securities (the Deposit Securities) that comprise the Funds Index and an
amount of cash computed as described below (the Cash Component). The Cash
Component together with the Deposit Securities, as applicable, are referred to
as the Fund Deposit,which represents the minimum
initial and subsequent investment amount for Shares. The Cash Component
represents the difference between the NAV of a Creation Unit and the market
value of Deposit Securities and may include a Dividend Equivalent Payment. The
Dividend Equivalent Payment enables the Fund to make a complete distribution
of dividends on the next dividend payment date, and is an amount equal, on a
per Creation Unit basis, to the dividends on all the instruments held by the
Fund Fund Securities) with ex-dividend dates within the accumulation period
for such distribution (the Accumulation Period, net of expenses and
liabilities for such period, as if all of the Fund Securities had been held by
the Trust for the entire Accumulation Period. The Accumulation Period begins on
the ex-dividend date for the Fund and ends on the next ex-dividend date.

The
Administrator, through the NSCC, makes available on each Business Day,
immediately prior to the opening of business on the Exchange (currently 9:30
a.m. Eastern time), the list of the names and the required number of shares of
each Deposit Security to be included in the current Fund Deposit (based on
information at the end of the previous Business Day) as well as the Cash
Component for the Fund. Such Fund Deposit is applicable, subject to any
adjustments as described below, in order to effect creations of Creation Units
of the Fund until such time as the next-announced Fund Deposit composition is
made available.

The
identity and number of shares of the Deposit Securities required for a Fund
Deposit for the Fund changes as rebalancing adjustments and corporate action
events are reflected from time to time by the Adviser with a view to the investment
objective of the Fund. The composition of the Deposit Securities may also
change in response to adjustments to the weighting or composition of the
securities constituting the Funds Index. In addition, the Trust reserves the
right to accept a basket of securities or cash that differs from Deposit
Securities or to permit or require the substitution of an amount of cash (i.e.,
a cash in lieu amount) to be added to the Cash Component to replace any
Deposit Security which may, among other reasons, not be available in sufficient
quantity for delivery, not be permitted to be re-registered in the name of the
Trust as a result of an in-kind creation order pursuant to local law or market
convention or which may not be eligible for transfer through the Clearing
Process (described below), or which may not be eligible for trading by a
Participating Party (defined below). In light of the foregoing, in order to
seek to replicate the in-kind creation order process, the Trust expects to
purchase the Deposit Securities represented by the cash in lieu amount in the
secondary market (Market

34

Purchases). In such cases where the Trust makes Market Purchases
because a Deposit Security may not be permitted to be re-registered in the name
of the Trust as a result of an in-kind creation order pursuant to local law or
market convention, or for other reasons, the Authorized Participant will
reimburse the Trust for, among other things, any difference between the market
value at which the securities were purchased by the Trust and the cash in lieu
amount (which amount, at the Advisers discretion, may be capped), applicable
registration fees and taxes. Brokerage commissions incurred in connection with
the Trusts acquisition of Deposit Securities will be at the expense of the Fund
and will affect the value of all Shares of the Fund; but the Adviser may adjust
the transaction fee to the extent the composition of the Deposit Securities
changes or cash in lieu is added to the Cash Component to protect ongoing
shareholders. The adjustments described above will reflect changes, known to
the Adviser on the date of announcement to be in effect by the time of delivery
of the Fund Deposit, in the composition of the Index or resulting from stock
splits and other corporate actions.

In addition
to the list of names and numbers of securities constituting the current Deposit
Securities of a Fund Deposit, the Administrator, through the NSCC, also makes
available (i) on each Business Day, the Dividend Equivalent Payment, if any,
and the estimated Cash Component effective through and including the previous
Business Day, per outstanding Shares of the Fund, and (ii) on a continuous
basis throughout the day, the Indicative Per Share Portfolio Value.

Procedures for
Creation of Creation Units

To be
eligible to place orders with the Distributor to create Creation Units of the
Fund, an entity or person either must be (1) a Participating Party, i.e.,
a broker-dealer or other participant in the Clearing Process through the
Continuous Net Settlement System of the NSCC; or (2) a DTC Participant (see
Book Entry Only System); and, in either case, must have executed an agreement
with the Trust and with the Distributor with respect to creations and
redemptions of Creation Units outside the Clearing Process (Participant
Agreement) (discussed below). A Participating Party and DTC Participant are
collectively referred to as an Authorized Participant. All Creation Units of
the Fund, however created, will be entered on the records of the Depository in
the name of Cede & Co. for the account of a DTC Participant.

All orders
to create Creation Units must be placed in multiples of 50,000 Shares (i.e.,
a Creation Unit). All orders to create Creation Units, whether through the
Clearing Process or outside the Clearing Process, must be received by the
Distributor no later than the closing time of the regular trading session on
NYSE Arca (Closing Time) (ordinarily 4:00 p.m. Eastern time) on the date such
order is placed in order for creation of Creation Units to be effected based on
the NAV of the Fund as determined on such date. A Custom Order may be placed
by an Authorized Participant in the event that the Trust permits or requires
the substitution of an amount of cash to be added to the Cash Component to
replace any Deposit Security which may not be available in sufficient quantity
for delivery or which may not be eligible for trading by such Authorized
Participant or the investor for which it is acting, or other relevant reason.
The date on which a creation order (or order to redeem as discussed below) is
placed is herein referred to as the Transmittal Date. Orders must be
transmitted by telephone or other transmission method acceptable to the
Distributor pursuant to procedures set forth in the Participant Agreement, as
described below (see Placement of Creation Orders Using Clearing Process).
Severe economic or market disruptions or changes, or telephone or other
communication failure, may impede the ability to reach the Distributor, a
Participating Party or a DTC Participant.

Creation
Units may be created in advance of the receipt by the Trust of all or a portion
of the Fund Deposit. In such cases, the Participating Party will remain liable
for the full deposit of the missing portion(s) of the Fund Deposit and will be
required to post collateral with the Trust consisting of cash at least equal to
a percentage of the marked-to-market value of such missing portion(s) that is
specified in

35

the Participant Agreement. The Trust may use such collateral to buy the
missing portion(s) of the Fund Deposit at any time and will subject such
Participating Party to liability for any shortfall between the cost to the
Trust of purchasing such securities and the value of such collateral. The Trust
will have no liability for any such shortfall. The Trust will return any unused
portion of the collateral to the Participating Party once the entire Fund
Deposit has been properly received by the Distributor and deposited into the
Trust.

Orders to
create Creation Units of the Fund shall be placed with a Participating Party or
DTC Participant, as applicable, in the form required by such Participating
Party or DTC Participant. Investors should be aware that their particular
broker may not have executed a Participant Agreement, and that, therefore,
orders to create Creation Units of the Fund may have to be placed by the
investors broker through a Participating Party or a DTC Participant who has
executed a Participant Agreement. At any given time there may be only a limited
number of broker-dealers that have executed a Participant Agreement. Those
placing orders to create Creation Units of the Fund through the Clearing
Process should afford sufficient time to permit proper submission of the order
to the Distributor prior to the Closing Time on the Transmittal Date.

Orders for
creation that are effected outside the Clearing Process are likely to require
transmittal by the DTC Participant earlier on the Transmittal Date than orders
effected using the Clearing Process. Those persons placing orders outside the
Clearing Process should ascertain the deadlines applicable to DTC and the
Federal Reserve Bank wire system by contacting the operations department of the
broker or depository institution effectuating such transfer of Deposit
Securities and Cash Component.

Orders to
create Creation Units of the Fund may be placed through the Clearing Process
utilizing procedures applicable to domestic funds for domestic securities
(Domestic Funds) (see Placement of Creation Orders Using Clearing Process)
or outside the Clearing Process utilizing the procedures applicable to either
Domestic Funds or foreign funds for foreign securities (see Placement of
Creation Orders Outside Clearing ProcessDomestic Funds and Placement of
Creation Orders Outside Clearing ProcessForeign Funds). In the event that the
Fund includes both domestic and foreign securities, the time for submitting
orders is as stated in the Placement of Creation Orders Outside Clearing
ProcessForeign Funds and Placement of Redemption Orders Outside Clearing
ProcessForeign Funds sections below shall operate.

Placement of
Creation Orders Using Clearing Process

Fund
Deposits created through the Clearing Process, if available, must be delivered
through a Participating Party that has executed a Participant Agreement with
the Distributor and with the Trust (as the same may be from time to time
amended in accordance with its terms).

The
Participant Agreement authorizes the Distributor to transmit to NSCC on behalf
of the Participating Party such trade instructions as are necessary to effect
the Participating Partys creation order. Pursuant to such trade instructions
from the Distributor to NSCC, the Participating Party agrees to transfer the
requisite Deposit Securities (or contracts to purchase such Deposit Securities
that are expected to be delivered in a regular way manner by the third (3rd)
Business Day) and the Cash Component to the Trust, together with such
additional information as may be required by the Distributor. An order to
create Creation Units of the Fund through the Clearing Process is deemed
received by the Distributor on the Transmittal Date if (i) such order is
received by the Distributor not later than the Closing Time on such Transmittal
Date and (ii) all other procedures set forth in the Participant Agreement
are properly followed.

36

Placement of
Creation Orders Outside Clearing ProcessDomestic Funds

Fund
Deposits created outside the Clearing Process must be delivered through a DTC
Participant that has executed a Participant Agreement with the Distributor and
with the Trust. A DTC Participant who wishes to place an order creating
Creation Units of the Fund to be effected outside the Clearing Process need not
be a Participating Party, but such orders must state that the DTC Participant
is not using the Clearing Process and that the creation of Creation Units will
instead be effected through a transfer of securities and cash. The Fund Deposit
transfer must be ordered by the DTC Participant in a timely fashion so as to
ensure the delivery of the requisite number of Deposit Securities through DTC
to the account of the Trust by no later than 11:00 a.m. Eastern time, of the next
Business Day immediately following the Transmittal Date. All questions as to
the number of Deposit Securities to be delivered, and the validity, form and
eligibility (including time of receipt) for the deposit of any tendered
securities, will be determined by the Trust, whose determination shall be final
and binding. The cash equal to the Cash Component must be transferred directly
to the Distributor through the Federal Reserve wire system in a timely manner
so as to be received by the Distributor no later than 2:00 p.m. Eastern time,
on the next Business Day immediately following the Transmittal Date. An order
to create Creation Units of the Fund outside the Clearing Process is deemed
received by the Distributor on the Transmittal Date if (i) such order is
received by the Distributor not later than the Closing Time on such Transmittal
Date; and (ii) all other procedures set forth in the Participant Agreement
are properly followed. However, if the Distributor does not receive both the
requisite Deposit Securities and the Cash Component in a timely fashion on the
next Business Day immediately following the Transmittal Date, such order will
be cancelled. Upon written notice to the Distributor, such cancelled order may
be resubmitted the following Business Day using a Fund Deposit as newly
constituted to reflect the current NAV of the Fund. The delivery of Creation
Units so created will occur no later than the third (3rd) Business Day
following the day on which the creation order is deemed received by the Distributor.

Additional
transaction fees may be imposed with respect to transactions effected outside
the Clearing Process (through a DTC participant) and in circumstances in which
any cash can be used in lieu of Deposit Securities to create Creation Units.
(See Creation Transaction Fee section below.)

Placement of
Creation Orders Outside Clearing ProcessForeign Funds

The
Distributor will inform the Transfer Agent, the Adviser and the Custodian upon
receipt of a Creation Order. The Custodian will then provide such information
to the appropriate custodian. The Custodian will cause the subcustodian of the
Fund to maintain an account into which the Deposit Securities (or the cash
value of all or part of such securities, in the case of a permitted or required
cash purchase or cash in lieu amount) will be delivered. Deposit Securities
must be delivered to an account maintained at the applicable local custodian.
The Trust must also receive, on or before the contractual settlement date,
immediately available or same day funds estimated by the Custodian to be
sufficient to pay the Cash Component next determined after receipt in proper
form of the purchase order, together with the creation transaction fee
described below.

Once the
Trust has accepted a creation order, the Trust will confirm the issuance of a
Creation Unit of the Fund against receipt of payment, at such NAV as will have
been calculated after receipt in proper form of such order. The Distributor
will then transmit a confirmation of acceptance of such order.

Creation
Units will not be issued until the transfer of good title to the Trust of the
Deposit Securities and the payment of the Cash Component have been completed.
When the subcustodian has confirmed to the Custodian that the required Deposit
Securities (or the cash value thereof) have been delivered to the account of
the relevant subcustodian, the Distributor and the Adviser will be notified of
such delivery and the Trust will issue and cause the delivery of the Creation
Units.

37

Acceptance of
Creation Order

The Trust
reserves the absolute right to reject a creation order transmitted to it by the
Distributor if, for any reason, (a) the order is not in proper form;
(b) the creator or creators, upon obtaining the Shares, would own 80% or
more of the currently outstanding Shares of the Fund; (c) the Deposit
Securities delivered are not as specified by the Administrator, as described
above; (d) the acceptance of the Deposit Securities would have certain
adverse tax consequences to the Fund; (e) the acceptance of the Fund
Deposit would, in the opinion of counsel, be unlawful; (f) the acceptance
of the Fund Deposit would otherwise, in the discretion of the Trust or the
Adviser, have an adverse effect on the Trust or the rights of beneficial
owners; or (g) in the event that circumstances outside the control of the
Trust, the Distributor and the Adviser make it for all practical purposes
impossible to process creation orders. Examples of such circumstances include,
without limitation, acts of God or public service or utility problems such as
earthquakes, fires, floods, extreme weather conditions and power outages
resulting in telephone, telecopy and computer failures; wars; civil or military
disturbances, including acts of civil or military authority or governmental
actions; terrorism; sabotage; epidemics; riots; labor disputes; market
conditions or activities causing trading halts; systems failures involving
computer or other information systems affecting the Trust, the Adviser, the
Distributor, DTC, the NSCC or any other participant in the creation process,
and similar extraordinary events. The Trust shall notify a prospective creator
of its rejection of the order of such person. The Trust and the Distributor are
under no duty, however, to give notification of any defects or irregularities
in the delivery of Fund Deposits nor shall either of them incur any liability
for the failure to give any such notification.

All
questions as to the number of shares of each security in the Deposit Securities
and the validity, form, eligibility and acceptance for deposit of any
securities to be delivered shall be determined by the Trust, and the Trusts
determination shall be final and binding.

Creation
Transaction Fee

A fixed
creation transaction fee of $[ ] payable to the Custodian is imposed on each
creation transaction regardless of the number of Creation Units purchased in
the transaction. In addition, a variable charge for cash creations or for
creations outside the Clearing Process currently of up to four times the basic
creation transaction fee will be imposed. In the case of cash creations or
where the Trust permits or requires a creator to substitute cash in lieu of
depositing a portion of the Deposit Securities, the creator may be assessed an
additional variable charge to compensate the Fund for the costs associated with
purchasing the applicable securities. (See Fund Deposit section above.) The
Fund may adjust these fees from time to time based upon actual experience. As a
result, in order to seek to replicate the in-kind creation order process, the
Trust expects to purchase, in the secondary market or otherwise gain exposure
to, the portfolio securities that could have been delivered as a result of an in-kind
creation order pursuant to local law or market convention, or for other reasons
(Market Purchases). In such cases where the Trust makes Market Purchases, the
Authorized Participant will reimburse the Trust for, among other things, any
difference between the market value at which the securities and/or financial
instruments were purchased by the Trust and the cash in lieu amount (which
amount, at the Advisers discretion, may be capped), applicable registration
fees, brokerage commissions and certain taxes. The Adviser may adjust the
transaction fee to the extent the composition of the creation securities
changes or cash in lieu is added to the Cash Component to protect ongoing
shareholders. Creators of Creation Units are responsible for the costs of
transferring the securities constituting the Deposit Securities to the account
of the Trust.

38

Redemption of Creation Units

Shares
may be redeemed only in Creation Units at their NAV next determined after
receipt of a redemption request in proper form by the Distributor, only on a
Business Day and only through a Participating Party or DTC Participant who has
executed a Participant Agreement. The Trust will not redeem Shares in amounts
less than Creation Units. Beneficial Owners also may sell Shares in the
secondary market, but must accumulate enough Shares to constitute a Creation
Unit in order to have such Shares redeemed by the Trust. There can be no
assurance, however, that there will be sufficient liquidity in the public
trading market at any time to permit assembly of a Creation Unit. Investors
should expect to incur brokerage and other costs in connection with assembling
a sufficient number of Shares to constitute a redeemable Creation Unit. See the
section entitled Summary InformationPrincipal Risks of Investing in the Fund
and Additional Information About the Funds Investment Strategies and
RisksRisks of Investing in the Fund in the Funds Prospectus.

Redemptions
are effected principally for cash. To the extent redemptions are effected
in-kind, the Administrator, through NSCC, makes available immediately prior to
the opening of business on the Exchange (currently 9:30 a.m. Eastern time) on
each day that the Exchange is open for business, the Fund Securities that will
be applicable (subject to possible amendment or correction) to redemption
requests received in proper form (as defined below) on that day. The redemption
proceeds for a Creation Unit generally consist of Fund Securities as announced
by the Administrator on the Business Day of the request for redemption, plus
cash in an amount equal to the difference between the NAV of the Shares being
redeemed, as next determined after a receipt of a request in proper form, and
the value of the Fund Securities, less the redemption transaction fee and
variable fees described below. The redemption transaction fee of $[ ] is deducted
from such redemption proceeds. Should the Fund Securities have a value greater
than the NAV of the Shares being redeemed, a compensating cash payment to the
Trust equal to the differential plus the applicable redemption transaction fee
will be required to be arranged for by or on behalf of the redeeming
shareholder. The Fund reserves the right to honor a redemption request by
delivering a basket of securities or cash that differs from the Fund
Securities. An Authorized Participant submitting a redemption request is deemed to represent
to the Trust that it (or its client) (i) owns outright or has full legal
authority and legal beneficial right to tender for redemption the requisite
number of Fund Shares to be redeemed and can receive the entire proceeds of the
redemption, and (ii) the Fund Shares to be redeemed have not been loaned or
pledged to another party nor are they the subject of a repurchase agreement,
securities lending agreement or such other arrangement which would preclude the
delivery of such Fund Shares to the Trust. The Trust reserves the right to
verify these representations at its discretion, but will typically require
verification with respect to a redemption request from a fund in connection
with higher levels of redemption activity and/or short interest in the Fund. If
the Authorized Participant, upon receipt of a verification request, does not
provide sufficient verification of its representations as determined by the
Trust, the redemption request will not be considered to have been received in
proper form and may be rejected by the Trust.

Redemption Transaction Fee

The
basic redemption transaction fees are the same no matter how many Creation
Units are being redeemed pursuant to any one redemption request. An additional
charge up to four times the redemption transaction fee will be charged with
respect to cash redemptions or redemptions outside of the Clearing Process. An
additional variable charge for cash redemptions or partial cash redemptions
(when cash redemptions are permitted or required for the Fund) may also be
imposed to compensate the Fund for the costs associated with selling the
applicable securities. The Fund may adjust these fees from time to time based
upon actual experience. As a result, in order to seek to replicate the in-kind
redemption order process, the Trust expects to sell, in the secondary market,
the portfolio securities or settle any financial instruments that may not be
permitted to be re-registered in the name of the Participating Party as a
result

39

of an in-kind redemption order
pursuant to local law or market convention, or for other reasons (Market
Sales). In such cases where the Trust makes Market Sales, the Authorized
Participant will reimburse the Trust for, among other things, any difference
between the market value at which the securities and/or financial instruments
were sold or settled by the Trust and the cash in lieu amount (which amount, at
the Advisers discretion, may be capped), applicable registration fees,
brokerage commissions and certain taxes. The Adviser may adjust the transaction
fee to the extent the composition of the redemption securities changes or cash
in lieu is added to the Cash Component to protect ongoing shareholders.
Investors who use the services of a broker or other such intermediary may be
charged a fee for such services.

Placement of Redemption Orders Using Clearing Process

Orders
to redeem Creation Units of the Fund through the Clearing Process, if
available, must be delivered through a Participating Party that has executed
the Participant Agreement with the Distributor and with the Trust (as the case
may be from time to time amended in accordance with its terms). An order to
redeem Creation Units of the Fund using the Clearing Process is deemed received
on the Transmittal Date if (i) such order is received by the Distributor not
later than 4:00 p.m. Eastern time on such Transmittal Date; and (ii) all other
procedures set forth in the Participant Agreement are properly followed; such
order will be effected based on the NAV of the Fund as next determined. An
order to redeem Creation Units of the Fund using the Clearing Process made in
proper form but received by the Fund after 4:00 p.m. Eastern time, will be
deemed received on the next Business Day immediately following the Transmittal
Date. The requisite Fund Securities (or contracts to purchase such Fund
Securities which are expected to be delivered in a regular way manner) and
the applicable cash payment will be transferred by the third (3rd) Business Day
following the date on which such request for redemption is deemed received.

Orders
to redeem Creation Units of the Fund outside the Clearing Process must be
delivered through a DTC Participant that has executed the Participant Agreement
with the Distributor and with the Trust. A DTC Participant who wishes to place
an order for redemption of Creation Units of the Fund to be effected outside
the Clearing Process need not be a Participating Party, but such orders must
state that the DTC Participant is not using the Clearing Process and that
redemption of Creation Units of the Fund will instead be effected through
transfer of Creation Units of the Fund directly through DTC. An order to redeem
Creation Units of the Fund outside the Clearing Process is deemed received by
the Administrator on the Transmittal Date if (i) such order is received by the
Administrator not later than 4:00 p.m. Eastern time on such Transmittal Date;
(ii) such order is preceded or accompanied by the requisite number of Shares of
Creation Units specified in such order, which delivery must be made through DTC
to the Administrator no later than 11:00 a.m. Eastern time, on such Transmittal
Date (the DTC Cut-Off-Time); and (iii) all other procedures set forth in the
Participant Agreement are properly followed.

After
the Administrator has deemed an order for redemption outside the Clearing
Process received, the Administrator will initiate procedures to transfer the
requisite Fund Securities (or contracts to purchase such Fund Securities) which
are expected to be delivered within three Business Days and the cash redemption
payment to the redeeming Beneficial Owner by the third Business Day following the
Transmittal Date on which such redemption order is deemed received by the
Administrator. An additional variable redemption transaction fee of up to four
times the basic transaction fee is applicable to redemptions outside the
Clearing Process.

40

Placement of Redemption Orders Outside Clearing
ProcessForeign Funds

Arrangements
satisfactory to the Trust must be in place for the Participating Party to
transfer the Creation Units through DTC on or before the settlement date.
Redemptions of Shares for Fund Securities will be subject to compliance with
applicable U.S. federal and state securities laws and the Fund (whether or not
it otherwise permits or requires cash redemptions) reserves the right to redeem
Creation Units for cash to the extent that the Fund could not lawfully deliver
specific Fund Securities upon redemptions or could not do so without first
registering the Deposit Securities under such laws.

In
connection with taking delivery of Shares for Fund Securities upon redemption of
Creation Units, a redeeming shareholder or entity acting on behalf of a
redeeming shareholder must maintain appropriate custody arrangements with a
qualified broker-dealer, bank or other custody providers in each jurisdiction
in which any of the Fund Securities are customarily traded, to which account
such Fund Securities will be delivered. If neither the redeeming shareholder
nor the entity acting on behalf of a redeeming shareholder has appropriate
arrangements to take delivery of the Fund Securities in the applicable foreign
jurisdiction and it is not possible to make other such arrangements, or if it
is not possible to effect deliveries of the Fund Securities in such
jurisdictions, the Trust may, in its discretion, exercise its option to redeem
such Shares in cash, and the redeeming shareholder will be required to receive
its redemption proceeds in cash.

Deliveries
of redemption proceeds generally will be made within three business days. Due
to the schedule of holidays in certain countries, however, the delivery of
redemption proceeds may take longer than three business days after the day on
which the redemption request is received in proper form. In such cases, the
local market settlement procedures will not commence until the end of the local
holiday periods.

The
holidays applicable to the Fund are listed below. The proclamation of new
holidays, the treatment by market participants of certain days as informal
holidays (e.g.,
days on which no or limited securities transactions occur, as a result of
substantially shortened trading hours), the elimination of existing holidays or
changes in local securities delivery practices, could affect the information
set forth herein at some time in the future. The dates in calendar year 2011 in
which the regular holidays affecting the relevant securities markets of the
below listed countries are as follows (the following holiday schedule is
subject to potential changes in the securities market):

2011

41

The
longest redemption cycle for the Fund is a function of the longest redemption
cycle among the countries whose securities comprise the Fund. In the calendar
year 2011, the dates of regular holidays affecting the following securities
markets present the worst-case redemption cycle* for the Fund as follows:

SETTLEMENT PERIODS GREATER THAN
SEVEN DAYS FOR YEAR 2011

Beginning
of Settlement
Period

End of
Settlement
Period

Number
of Days in
Settlement Period

*

These worst-case redemption cycles are based
on information regarding regular holidays, which may be out of date. Based on
changes in holidays, longer (worse) redemption cycles are possible.

The
right of redemption may be suspended or the date of payment postponed (1) for
any period during which the NYSE is closed (other than customary weekend and
holiday closings); (2) for any period during which trading on the NYSE is
suspended or restricted; (3) for any period during which an emergency exists as
a result of which disposal of the Shares of the Fund or determination of its
NAV is not reasonably practicable; or (4) in such other circumstance as is
permitted by the SEC.

42

DETERMINATION OF NET ASSET VALUE

The
following information supplements and should be read in conjunction with the
section in the Funds Prospectus entitled Shareholder
InformationDetermination of NAV.

The
NAV per Share for the Fund is computed by dividing the value of the net assets
of the Fund (i.e., the value of its total assets less total liabilities)
by the total number of Shares outstanding. Expenses and fees, including the
management fee, are accrued daily and taken into account for purposes of
determining NAV. The NAV of the Fund is determined each business day as of the
close of trading (ordinarily 4:00 p.m., Eastern time) on the New York Stock
Exchange. Any assets or liabilities denominated in currencies other than the
U.S. dollar are converted into U.S. dollars at the current market rates on the
date of valuation as quoted by one or more sources.

The
value of a financial futures or commodity futures contract equals the
unrealized gain or loss on the contract that is determined by marking it to the
current settlement price for a like contract acquired on the day on which the commodity
futures contract is being valued. A settlement price may not be used if the
market makes a limit move with respect to a particular commodity. Securities or
futures contracts for which market quotations are readily available are valued
at market value, which is currently determined using the last reported sale
price. If no sales are reported as in the case of most securities traded
over-the-counter, securities are valued at the mean of their bid and asked
prices at the close of trading on the NYSE. In cases where securities are
traded on more than one exchange, the securities are valued on the exchange
designated by or under the authority of the Board as the primary market.
Short-term investments having a maturity of 60 days or less are valued at amortized
cost, which approximates market. Options are valued at the last sales price
unless the last sales price does not fall within the bid and ask prices at the
close of the market, at which time the mean of the bid and ask prices is used.
All other securities are valued at their fair value as determined in good faith
by the Trustees. Foreign securities or futures contracts quoted in foreign
currencies are valued at appropriately translated foreign market closing prices
or as the Board may prescribe.

Generally,
trading in foreign securities and futures contracts, as well as corporate
bonds, United States Government securities and money market instruments, is
substantially completed each day at various times prior to the close of the
NYSE. The values of such securities used in determining the net asset value of
the shares of the Fund may be computed as of such times. Foreign currency
exchange rates are also generally determined prior to the close of the NYSE.
Occasionally, events affecting the value of such securities and such exchange
rates may occur between such times and the close of the NYSE which will not be
reflected in the computation of the Funds net asset values. If events
materially affecting the value of such securities occur during such period,
then these securities may be valued at their fair value as determined in good
faith by the Board.

The
Funds investments are generally valued based on market quotations. When market
quotations are not readily available for a portfolio security, the Fund must
use the securitys fair value as determined in good faith in accordance with
the Funds valuation policies and procedures, which are approved by the Board.
As a general principle, the current fair value of a security is the amount which
the Fund might reasonably expect to receive for the security upon its current
sale.

Factors
that may cause the Fund to use the fair value of a portfolio security to
calculate the Funds NAV include, but are not limited to: (1) market quotations
are not readily available because a portfolio security is not traded in a
public market or the principal market in which the security trades is closed,
(2) trading in a portfolio security is limited or suspended and not resumed
prior to the time at which the Fund calculates its NAV, (3) the market for the
relevant security is thin, or stale because its price doesnt

43

change in 5 consecutive business days, (4)
the Investment Adviser determines that a market quotation is inaccurate, for
example, because price movements are highly volatile and cannot be verified by
a reliable alternative pricing source, or (5) where a significant event
affecting the value of a portfolio security is determined to have occurred
between the time of the market quotation provided for a portfolio security and
the time at which the Fund calculates its NAV.

In
determining the fair value of securities, the Adviser will consider, among
other factors, the fundamental analytical data relating to the security, the
nature and duration of any restrictions on disposition of the security, and the
forces influencing the market in which the security is traded.

Foreign
securities in which the Fund invest may be traded in markets that close before
the time that the Fund calculates its NAV. Foreign securities are normally
priced based upon the market quotation of such securities as of the close of
their respective principal markets, as adjusted to reflect the Investment
Advisers determination of the impact of events, such as a significant movement
in the U.S. markets occurring subsequent to the close of such markets but prior
to the time at which the Fund calculates its NAV. In such cases, the Pricing
Committee will apply a fair valuation formula to all foreign securities based
on the Committees determination of the effect of the U.S. significant event
with respect to each local market.

The
Board authorized the Adviser to retain an outside pricing service to value
certain portfolio securities. The pricing service uses an automated system
incorporating a model based on multiple parameters, including a securitys
local closing price (in the case of foreign securities), relevant general and
sector indices, currency fluctuations, and trading in depositary receipts and
futures, if applicable, and/or research evaluations by its staff, in
determining what it believes is the fair valuation of the portfolio securities
valued by such pricing service.

There
can be no assurance that the Fund could purchase or sell a portfolio security
at the price used to calculate the Funds NAV. Because of the inherent
uncertainty in fair valuations, and the various factors considered in
determining value pursuant to the Funds fair value procedures, there can be
significant deviations between a fair value price at which a portfolio security
is being carried and the price at which it is purchased or sold. Furthermore,
changes in the fair valuation of portfolio securities may be less frequent, and
of greater magnitude, than changes in the price of portfolio securities valued
by an independent pricing service, or based on market quotations.

44

DIVIDENDS AND DISTRIBUTIONS

The
following information supplements and should be read in conjunction with the
section in the Funds Prospectus entitled Shareholder
InformationDistributions.

General Policies

Dividends
from net investment income, if any, are declared and paid at least annually by
the Fund. Distributions of net realized capital gains, if any, generally are
declared and paid once a year, but the Trust may make distributions on a more
frequent basis for the Fund to improve its Index tracking or to comply with the
distribution requirements of the Internal Revenue Code, in all events in a
manner consistent with the provisions of the 1940 Act. In addition, the Trust
may distribute at least annually amounts representing the full dividend yield
on the underlying portfolio securities of the Fund, net of expenses of the
Fund, as if the Fund owned such underlying portfolio securities for the entire
dividend period in which case some portion of each distribution may result in a
return of capital for tax purposes for certain shareholders.

Dividends
and other distributions on Shares are distributed, as described below, on a pro
rata basis to Beneficial Owners of such Shares. Dividend payments are made
through DTC Participants and Indirect Participants to Beneficial Owners then of
record with proceeds received from the Trust. The Trust makes additional
distributions to the minimum extent necessary (i) to distribute the entire
annual taxable income of the Trust, plus any net capital gains and (ii) to
avoid imposition of the excise tax imposed by Section 4982 of the Internal
Revenue Code. Management of the Trust reserves the right to declare special
dividends if, in its reasonable discretion, such action is necessary or
advisable to preserve the status of the Fund as a regulated investment company
(RIC) or to avoid imposition of income or excise taxes on undistributed income.

DIVIDEND REINVESTMENT SERVICE

No
reinvestment service is provided by the Trust. Broker-dealers may make
available the DTC book-entry Dividend Reinvestment Service for use by
Beneficial Owners of the Fund through DTC Participants for reinvestment of
their dividend distributions. If this service is used, dividend distributions
of both income and realized gains will be automatically reinvested in
additional whole Shares of the Fund. Beneficial Owners should contact their
broker to determine the availability and costs of the service and the details
of participation therein. Brokers may require Beneficial Owners to adhere to
specific procedures and timetables.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

As
of the date of this SAI, no entity beneficially owned any voting securities of the Fund.

45

TAXES

The
following summary outlines certain federal income tax considerations relating
to an investment in the Fund by a taxable U.S. investor (as defined below).
This summary is intended only to provide general information to U.S. investors
that hold the shares as a capital asset, is not intended as a substitute for
careful tax planning, does not address any foreign, state or local tax
consequences of an investment in the Fund, and does not address the tax
considerations that may be relevant to investors subject to special treatment
under the Code. This summary should not be construed as legal or tax advice.
This summary is based on the provisions of the Code, applicable U.S. Treasury
regulations, administrative pronouncements of the Internal Revenue Service and
judicial decisions in effect as of July 2010. Those authorities may be changed,
possibly retroactively, or may be subject to differing interpretations so as to
result in U.S. federal income tax consequences different from those summarized
herein. Prospective investors should consult their own tax advisors concerning
the potential federal, state, local and foreign tax consequences of an
investment in the Fund, with specific reference to their own tax situation.

As
used herein, the term U.S. investor means an investor that, for U.S. federal
income tax purposes, is (1) an individual who is a citizen or resident of the
U.S., (2) a corporation, or other entity taxable as a corporation, that is
created or organized in or under the laws of the U.S. or of any political
subdivision thereof, (3) an estate, the income of which is subject to U.S.
federal income tax regardless of its source, or (4) a trust if (i) it is
subject to the primary supervision of a court within the U.S. and one or more
U.S. persons as described in Code Section 7701(a)(30) have the authority to
control all substantial decisions of the trust or (ii) it has a valid election
in effect under applicable U.S. Treasury regulations to be treated as a U.S.
person. If a partnership or other entity treated as a partnership holds the
shares, the tax treatment of a partner in such partnership or equity owner in
such other entity generally will depend on the status of the partner or equity
owner and the activities of the partnership or other entity.

Taxation of the Fund in General

The
Fund intends to operate in a manner that will permit it to qualify each taxable
year for taxation as a regulated investment company under Subchapter M of the
Code. To so qualify, the Fund must, among other things, (a) derive at least 90%
of its gross income from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stock, securities
or foreign currencies, or other income (including gains from options, futures
or forward contracts) derived with respect to its business of investing in such
stock, securities or currencies; and (b) satisfy certain diversification
requirements.

As
a regulated investment company, the Fund will not be subject to federal income
tax on its net investment income and capital gain net income (net long-term
capital gains in excess of net short-term capital losses) that it distributes
to shareholders if at least 90% of its net investment company taxable income
for the taxable year is distributed. However, if for any taxable year the Fund
does not satisfy the requirements of Subchapter M of the Code, all of its
taxable income will be subject to tax at regular corporate income tax rates
without any deduction for distribution to shareholders, and such distributions
will be taxable to shareholders as dividend income to the extent of the Funds
current or accumulated earnings or profits.

The
Fund will be liable for a nondeductible 4% excise tax on amounts not
distributed on a timely basis in accordance with a calendar year distribution
requirement. To avoid the tax, during each calendar year the Fund must
distribute, or be deemed to have distributed, (i) at least 98% of its ordinary
income (not taking into account any capital gains or losses) for the calendar
year, (ii) at least 98% of its capital

46

gains in excess of its capital losses
(adjusted for certain ordinary losses) for the twelve month period ending on
October 31 (or December 31, if the Fund so elects), and (iii) all ordinary
income and capital gains for previous years that were not distributed during
such years. For this purpose, any income or gain retained by the Fund that is
subject to corporate tax will be considered to have been distributed by
year-end. The Fund intends to make sufficient distributions to avoid this 4%
excise tax.

As
a result of U.S. federal income tax requirements, the Trust on behalf of the
Fund, has the right to reject an order for a creation of Shares if the creator
(or group of creators) would, upon obtaining the Shares so ordered, own 80% or
more of the outstanding Shares of the Fund and if, pursuant to Section 351 of
the Internal Revenue Code, the Fund would have a basis in the Deposit
Securities different from the market value of such securities on the date of
deposit. The Trust also has the right to require information necessary to
determine beneficial share ownership for purposes of the 80% determination. See
Creation and Redemption of Creation Units  Procedures for Creation of
Creation Units.

Taxation of the Funds Investments

ORIGINAL
ISSUE DISCOUNT AND MARKET DISCOUNT. For federal income tax purposes, debt
securities purchased by the Fund may be treated as having an original issue
discount. Original issue discount represents interest for federal income tax
purposes and can generally be defined as the excess of the stated redemption
price at maturity of a debt obligation over the issue price. Original issue
discount is treated for federal income tax purposes as income earned by the
Fund, whether or not any income is actually received, and therefore is subject
to the distribution requirements of the Code. Generally, the amount of original
issue discount included in the income of the Fund each year is determined on
the basis of a constant yield to maturity which takes into account the
compounding of accrued interest. Because the Fund must include original issue
discount in income, it will be more difficult for the Fund to make the
distributions required for it to maintain its status as a regulated investment
company under Subchapter M of the Code or to avoid the 4% excise tax described
above.

Debt
securities may be purchased by the Fund at a discount which exceeds the
original issue discount remaining on the securities, if any, at the time the
Fund purchased the securities. This additional discount represents market
discount for income tax purposes. In the case of any debt security issued after
July 18, 1984, having a fixed maturity date of more than one year from the date
of issue and having market discount, the gain realized on disposition will be
treated as interest to the extent it does not exceed the accrued market
discount on the security (unless the Fund elect to include such accrued market
discount in income in the tax years to which it is attributable). Generally,
market discount is accrued on a daily basis. The Fund may be required to
capitalize, rather than deduct currently, part or all of any direct interest
expense incurred or continued to purchase or carry any debt security having
market discount, unless it makes the election to include market discount
currently.

OPTIONS
AND FUTURES TRANSACTIONS. Certain of the Funds investments may be subject
to provisions of the Code that (i) require inclusion of unrealized gains or
losses in the Funds income for purposes of the 90% test, the excise tax and
the distribution requirements applicable to regulated investment companies,
(ii) defer recognition of realized losses, and (iii) characterize both realized
and unrealized gain or loss as short-term or long-term gain or loss. Such
provisions generally apply to options and futures contracts. The extent to
which the Fund makes such investments may be materially limited by these
provisions of the Code.

FOREIGN
CURRENCY TRANSACTIONS. Under Section 988 of the Code, special rules are
provided for certain foreign currency transactions. Foreign currency gains or
losses from foreign currency contracts (whether or not traded in the interbank
market), from futures contracts on foreign currencies that

47

are not regulated futures contracts, and
from unlisted or equity options are treated as ordinary income or loss under
Section 988. The Fund may elect to have foreign currency-related regulated
futures contracts and listed non-equity options be subject to ordinary income
or loss treatment under Section 988. In addition, in certain circumstances, the
Fund may elect capital gain or loss treatment for foreign currency
transactions. The rules under Section 988 may also affect the timing of income
recognized by the Fund. Under future Treasury Regulations, any such
transactions that are not directly related to a Funds investment in stock or
securities (or its options contracts or futures contracts with respect to stock
or securities) may have to be limited in order to enable the Fund to satisfy
the qualifying income test described above.

COMMODITY-LINKED
DERIVATIVES AND SUBSIDIARY. As described in the Prospectus, the Fund may
gain exposure to the commodities markets through investments in commodity
index-linked derivative instruments. In Revenue Ruling 2006-1, the IRS
concluded that income derived from commodity index-linked derivative contracts
is not qualifying income for purposes of the regulated investment company
income test described above. As such, the Funds ability to utilize commodity
index-linked swaps as part of its investment strategy is limited to a maximum
of 10 percent of its gross income.

In
a subsequent revenue ruling, Revenue Ruling 2006-31, the IRS clarified the
holding of Revenue Ruling 2006-1 by providing that income from certain
investment instruments (such as certain commodity index-linked notes) that
create commodity exposure may be considered qualifying income under the
Internal Revenue Code. The Fund has received a private letter ruling from the
IRS that concludes that certain commodity-linked notes held by the Fund will
produce qualifying income for purposes of the regulated investment company
qualification tests. Based on this ruling, the Fund will continue to seek to
gain exposure to the commodity markets primarily through investments in
commodity-linked notes and through investments in the Subsidiary (as discussed
below).

The
Fund intends to invest a portion of its assets in the Subsidiary, which will be
classified as a corporation for U.S. federal income tax purposes. The Fund has
also received a private letter ruling from the IRS that concludes that income
from the Funds investment in a subsidiary that are structured substantially
similarly to the Subsidiary will constitute qualifying income for purposes of
Subchapter M of the Internal Revenue Code.

Foreign
corporations, such as the Subsidiary, will generally not be subject to U.S.
federal income taxation unless it is deemed to be engaged in a U.S. trade or
business. It is expected that the Subsidiary will conduct its activities in a
manner so as to meet the requirements of a safe harbor under Section 864(b)(2)
of the Internal Revenue Code under which the Subsidiary may engage in trading
in stocks or securities or certain commodities without being deemed to be
engaged in a U.S. trade or business. However, if certain of the Subsidiarys
activities were determined not to be of the type described in the safe harbor
(which is not expected), then the activities of such Subsidiary may constitute
a U.S. trade or business, or be taxed as such.

In
general, foreign corporations, such as the Subsidiary, that do not conduct a
U.S. trade or business are nonetheless subject to tax at a flat rate of 30
percent (or lower tax treaty rate), generally payable through withholding, on
the gross amount of certain U.S.-source income that is not effectively
connected with a U.S. trade or business. There is presently no tax treaty in
force between the U.S. and the Cayman Islands that would reduce this rate of
withholding tax. It is not expected that the Subsidiary will derive income subject
to such withholding tax.

The
Subsidiary will be treated as a controlled foreign corporation (CFC). The
Fund will be treated as a U.S. shareholder of the Subsidiary. As a result,
the Fund will be required to include in gross

48

income for U.S. federal income tax purposes
all of the Subsidiarys subpart F income, whether or not such income is
distributed by such Subsidiary. It is expected that all of the Subsidiarys
income will be subpart F income. The Funds recognition of the Subsidiarys
subpart F income will increase the Funds tax basis in the Subsidiary.
Distributions by the Subsidiary to the Fund will be tax-free, to the extent of
its previously undistributed subpart F income, and will correspondingly
reduce the Funds tax basis in the Subsidiary. Subpart F income is generally
treated as ordinary income, regardless of the character of the Subsidiarys
underlying income. If a net loss is realized by the Subsidiary, such loss is
not generally available to offset the income earned by the Subsidiarys parent
Fund.

Taxation of the Shareholders

Dividends
of net investment income and the excess of net short-term capital gain over net
long-term capital loss are generally taxable as ordinary income to
shareholders. However, for taxable years beginning before January 1, 2011, a
portion of the dividend income received by the Fund may constitute qualified
dividend income eligible for a maximum rate of tax of 15% to individuals,
trusts and estates. It is currently unclear whether Congress will extend this
treatment for taxable years beginning on or after January 1, 2011. If the
aggregate amount of qualified dividend income received by the Fund during any
taxable year is less than 95% of the Funds gross income (as specifically defined
for that purpose), the qualified dividend rule applies only if and to the
extent designated by the Fund as qualified dividend income. The Fund may
designate such Dividends as qualified dividend income only to the extent the
Fund itself has qualified dividend income for the taxable year with respect to
which such Dividends are made. Qualified dividend income is generally dividend
income from taxable domestic corporations and certain foreign corporations
(e.g., foreign corporations incorporated in a possession of the United States
or in certain countries with comprehensive tax treaties with the United States,
or the stock of which is readily tradable on an established securities market
in the United States), provided the Fund has held the stock in such
corporations for more than 60 days during the 121 day period beginning on the
date which is 60 days before the date on which such stock becomes ex-dividend
with respect to such dividend (the holding period requirement). In order to
be eligible for the 15% maximum rate on Dividends from the Fund attributable to
qualified dividends, shareholders must separately satisfy the holding period
requirement with respect to their Fund shares. Distributions of net capital
gain (the excess of net long-term capital gain over net short-term capital
loss) that are properly designated by the Fund as such are taxable to
shareholders as long-term capital gain, regardless of the length of time the
shares of the Fund have been held by such shareholders, except to the extent of
gain from a sale or disposition of collectibles, such as precious metals,
taxable currently at a 28% rate. Any loss realized upon a taxable disposition
of shares within a year from the date of their purchase will be treated as a
long-term capital loss to the extent of any long-term capital gain
distributions received by shareholders during such period.

Distributions
reinvested in additional Fund Shares through the means of the service (see
Dividend Reinvestment Service) will nevertheless be taxable dividends to
Beneficial Owners acquiring such additional Shares to the same extent as if
such dividends had been received in cash.

Dividends
and/or distributions by the Fund result in a reduction in the net asset value
of the Funds shares. Should a dividend/distribution reduce the net asset value
below a shareholders cost basis, such dividend/distribution nevertheless would
be taxable to the shareholder as ordinary income or long-term capital gain as
described above, even though, from an investment standpoint, it may constitute
a partial return of capital. In particular, investors should be careful to
consider the tax implications of buying shares just prior to a
dividend/distribution. The price of shares purchased at that time includes the
amount of any forthcoming dividend/distribution. Those investors purchasing
shares just prior to a dividend/distribution will then receive a return of
their investment upon payment of such dividend/distribution which will
nevertheless be taxable to them.

49

The
Fund may be subject to a tax on dividend or interest income received from
securities of a non-U.S. issuer withheld by a foreign country at the source.
The U.S. has entered into tax treaties with many foreign countries that entitle
the Fund to a reduced rate of tax or exemption from tax on such income. It is
impossible to determine the effective rate of foreign tax in advance since the
amount of the Funds assets to be invested within various countries is not
known. If more than 50% of the value of the Funds total assets at the close of
a taxable year consists of stocks or securities in foreign corporations, and
the Fund satisfies the holding period requirements, the Fund may elect to pass
through to its shareholders the foreign income taxes paid thereby. In such
case, the shareholders would be treated as receiving, in addition to the
distributions actually received by the shareholders, their proportionate share
of foreign income taxes paid by the Fund, and will be treated as having paid such
foreign taxes. The shareholders generally will be entitled to deduct or,
subject to certain limitations, claim a foreign tax credit with respect to such
foreign income taxes. A foreign tax credit may be allowed for shareholders who
hold shares of the Fund for at least 16 days during the 31-day period beginning
on the date that is 15 days before the ex-dividend date. Under certain
circumstances, individual shareholders who have been passed through foreign tax
credits of no more than $300 ($600 in the case of married couples filing
jointly) during a tax year can elect to claim the foreign tax credit for these
amounts directly on their federal income tax returns (IRS Forms 1040) without
having to file a separate Form 1116 or having to comply with most foreign tax
credit limitations, provided certain other requirements are met.

The
Fund may be required to backup withhold federal income tax at a current rate of
28% from dividends paid to any shareholder who fails to furnish a certified
taxpayer identification number (TIN) or who fails to certify that he or she
is exempt from such withholding or who the Internal Revenue Service notifies
the Fund as having provided the Fund with an incorrect TIN or failed to
properly report interest or dividends for federal income tax purposes. Any such
withheld amount will be fully creditable on the shareholders U.S. federal
income tax return, provided certain requirements are met. If a shareholder
fails to furnish a valid TIN upon request, the shareholder can also be subject
to IRS penalties. The rate of backup withholding is set to increase for amount
distributed or paid after December 31, 2010.

Taxation of Non-U.S. Investors

The
foregoing summary of certain federal income tax considerations does not apply to
potential investors in the Fund that are not U.S. investors (Non-U.S.
investors). Distributions of ordinary income paid to Non-U.S. investors
generally will be subject to a 30% U.S. withholding tax unless a reduced rate
of withholding or a withholding exemption is provided under an applicable
treaty. However, withholding tax generally will not apply to any income
realized by a non-U.S. investor in respect of any distributions attributable to
net income from tax-exempt obligations and designated as exempt-interest
dividends. Furthermore, for taxable years beginning before January 1, 2010,
the Fund may, under certain circumstances, designate all or a portion of a
dividend as an interest-related dividend (to the extent the Fund pays a
dividend related to interest that is not already exempt from U.S. federal
income taxes as discussed in the preceding sentence) or a short-term capital
gain dividend. An interest-related dividend that is received by a Non-U.S.
investor generally would be exempt from the 30% U.S. withholding tax, provided
certain other requirements are met. A short-term capital gain dividend that is
received by a Non-U.S. investor generally would be exempt from the 30% U.S.
withholding tax, unless such investor is a nonresident alien individual present
in the United States for a period or periods aggregating 183 days or more
during the taxable year or the distribution is effectively connected with a
U.S. trade or business (or, if an income tax treaty applies, is attributable to
a U.S. permanent establishment). The Fund does not expect to pay significant
amounts of interest-related dividends. It is currently unclear whether Congress
will extend the exemptions from withholding for interest-related dividends and
short-term capital gain dividends with respect to taxable years of a fund
beginning on or after January 1, 2010 and what the terms

50

of any such extension would be. Prospective
investors are urged to consult their tax advisors regarding the specific tax
consequences discussed above.

Reportable Transactions

Under
promulgated Treasury regulations, if a shareholder recognizes a loss on
disposition of the Funds Shares of $2 million or more in any one taxable year
(or $4 million or more over a period of six taxable years) for an individual
shareholder or $10 million or more in any taxable year (or $20 million or more
over a period of six taxable years) for a corporate shareholder, the
shareholder must file with the IRS a disclosure statement on Form 8886. Direct
shareholders of portfolio securities are in many cases excepted from this
reporting requirement, but under current guidance, shareholders of a RIC that
engaged in a reportable transaction are not excepted. Future guidance may
extend the current exception from this reporting requirement to shareholders of
most or all RICs. In addition, significant penalties may be imposed for the
failure to comply with the reporting requirements. The fact that a loss is
reportable under these regulations does not affect the legal determination of
whether the taxpayers treatment of the loss is proper. Shareholders should
consult their tax advisors to determine the applicability of these regulations
in light of their individual circumstances.

CAPITAL STOCK AND SHAREHOLDER REPORTS

The
Trust currently is comprised of __ investment funds. The Trust issues Shares of
beneficial interest with no par value. The Board may designate additional funds
of the Trust.

Each
Share issued by the Trust has a pro rata interest in the assets of the
corresponding Fund. Shares have no pre-emptive, exchange, subscription or
conversion rights and are freely transferable. Each Share is entitled to
participate equally in dividends and distributions declared by the Board with
respect to the Fund, and in the net distributable assets of the Fund on
liquidation.

Each
Share has one vote with respect to matters upon which a shareholder vote is
required consistent with the requirements of the 1940 Act and the rules
promulgated thereunder and each fractional Share has a proportional fractional
vote. Shares of all funds vote together as a single class except that if the
matter being voted on affects only a particular fund it will be voted on only
by that fund, and if a matter affects a particular fund differently from other
funds, that fund will vote separately on such matter. Under Delaware law, the
Trust is not required to hold an annual meeting of shareholders unless required
to do so under the 1940 Act. The policy of the Trust is not to hold an annual
meeting of shareholders unless required to do so under the 1940 Act. All Shares
of the Trust have noncumulative voting rights for the election of Trustees.
Under Delaware law, Trustees of the Trust may be removed by vote of the
shareholders.

Under
Delaware law, shareholders of a statutory trust may have similar limitations on
liability as shareholders of a corporation.

The
Trust will issue through DTC Participants to its shareholders semi-annual
reports containing unaudited financial statements and annual reports containing
financial statements audited by an independent auditor approved by the Trusts
Trustees and by the shareholders when meetings are held and such other
information as may be required by applicable laws, rules and regulations.
Beneficial Owners also receive annually notification as to the tax status of
the Trusts distributions.

Shareholder
inquiries may be made by writing to the Trust, c/o Van Eck Associates
Corporation, 335 Madison Avenue, 19th Floor, New York, New York 10017.

51

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Dechert
LLP, 1095 Avenue of the Americas, New York, New York 10036, is counsel to the
Trust and has passed upon the validity of the Funds Shares.

__________,
is the Trusts independent registered public accounting firm and audits the
Funds financial statements and performs other related audit services.

52

LICENSE AGREEMENT AND DISCLAIMERS

Van Eck Associates Corporation (“the Adviser”) has entered
into a licensing agreement with UBS AG, London and Bloomberg Finance L.P. to use the UBS Bloomberg Constant Maturity Commodity
Total Return Index (the “CMCI”). The Van Eck CM Commodity Index Fund is entitled to use the CMCI pursuant to a sub-licensing
arrangement with the Adviser.

UBS and Bloomberg own or exclusively license, solely or jointly
as agreed between them all proprietary rights with respect to the CMCI. Any third-party product based on or related to the CMCI
(“Product”) may only be issued upon the prior joint written approval of UBS and Bloomberg and upon the execution of a
license agreement between UBS, Bloomberg and the party intending to launch a Product (a “Licensee”). In no way do UBS
or Bloomberg sponsor or endorse, nor are they otherwise involved in the issuance and offering of a Product nor do either of them
make any representation or warranty, express or implied, to the holders of the Product or any member of the public regarding the
advisability of investing in the Product or commodities generally or in futures particularly, or as to results to be obtained from
the use of the CMCI or from the Product. Further, neither UBS nor Bloomberg provides investment advice to any Licensee specific
to the Product, other than providing the CMCI as agreed in the license agreement with the Licensee, and which will be done without
consideration of the particular needs of the Product or the Licensee. UBS and Bloomberg each specifically disclaim any liability
to any party for any inaccuracy in the data on which the CMCI is based, for any mistakes, errors, omissions or interruptions in
the calculation and/or dissemination of the CMCI, or for the manner in which such is applied in connection with the issuance and
offering of a Product. In no event shall UBS or Bloomberg have any liability to any party for any lost profits or indirect, punitive,
special or consequential damages or losses.

THIS IS NOT AN OFFER OR SOLICITATION BY UBS OR BLOOMBERG OF AN OFFER
TO BUY OR SELL ANY SECURITY OR INVESTMENT. PAST PERFORMANCE OF THE UBS BLOOMBERG CONSTANT MATURITY COMMODITY INDEX IS NOT NECESSARILY
INDICATIVE OF FUTURE RESULTS.

53

APPENDIX A

VAN ECK GLOBAL PROXY VOTING POLICIES

INTRODUCTION

Effective March 10, 2003, the Securities and Exchange Commission (the
Commission) adopted Rule 206(4)-6 under the Investment Advisers Act of
1940 (Advisers Act), requiring each investment adviser registered with the
Commission to adopt and implement written policies and procedures for voting
client proxies, to disclose information about the procedures to its clients,
and to inform clients how to obtain information about how their proxies were voted.
The Commission also amended Rule 204-2 under the Advisers Act to require
advisers to maintain certain proxy voting records. Both rules apply to all
investment advisers registered with the Commission that have proxy voting
authority over their clients securities. An adviser that exercises voting
authority without complying with Rule 206(4)-6 will be deemed to have engaged
in a fraudulent, deceptive, or manipulative act, practice or course of
business within the meaning of Section 206(4) of the Advisers Act.

When an adviser has been granted proxy voting authority by a client,
the adviser owes its clients the duties of care and loyalty in performing this
service on their behalf. The duty of care requires the adviser to monitor
corporate actions and vote client proxies. The duty of loyalty requires the
adviser to cast the proxy votes in a manner that is consistent with the best
interests of the client.

PROXY
VOTING POLICIES AND PROCEDURES

Resolving Material Conflicts Of Interest



A material conflict means the existence of a business relationship
between a portfolio company or an affiliate and Van Eck Associates
Corporation, any affiliate or subsidiary (individually and together, as the
context may require, Adviser), or an affiliated person of a Van Eck
mutual fund in excess of $60,000. Examples of when a material conflict exists
include the situation where the adviser provides significant investment
advisory, brokerage or other services to a company whose management is
soliciting proxies; an officer of the Adviser serves on the board of a
charitable organization that receives charitable contributions from the
portfolio company and the charitable organization is a client of the Adviser;
a portfolio company that is a significant selling agent of Van Ecks products
and services solicits proxies; a broker-dealer or insurance company that
controls 5% or more of the Advisers assets solicits proxies; the Adviser
serves as an investment adviser to the pension or other investment account of
the portfolio company; the Adviser and the portfolio company have a lending
relationship. In each of these situations voting against management may cause
the Adviser a loss of revenue or other benefit.



Conflict
Resolution. When a material conflict exists proxies
will be voted in the following manner:

Where the written guidelines set out a pre-determined voting policy,
proxies will be voted in accordance with that policy, with no deviations (if
a deviation is advisable, one of the other methods may be used);

54

Where the guidelines permit discretion and an independent third party
has been retained to vote proxies, proxies will be voted in accordance with
the predetermined policy based on the recommendations of that party; or

The potential conflict will be disclosed to the client (a) with a
request that the client vote the proxy, (b) with a recommendation that the
client engage another party to determine how the proxy should be voted or (c)
if the foregoing are not acceptable to the client disclosure of how VEAC
intends to vote and a written consent to that vote by the client.

Any deviations from the foregoing voting mechanisms must be approved
by the Compliance Officer with a written explanation of the reason for the
deviation.

Reasonable Research
Efforts

When determining whether a vote is in the best interest of the
client, the Adviser will use reasonable research efforts. Investment
personnel may rely on public documents about the company and other readily
available information, which is easily accessible to the investment personnel
at the time the vote is cast. Information on proxies by foreign companies may
not be readily available.

Voting Client
Proxies



The Adviser generally will vote proxies on behalf of clients, unless
clients instruct otherwise. There may be times when refraining from voting a
proxy is in a clients best interest, such as when the Adviser determines
that the cost of voting the proxy exceeds the expected benefit to the client.
(For example, casting a vote on a foreign security may involve additional
costs such as hiring a translator or traveling to a foreign country to vote
the security in person).



The portfolio manager or analyst covering the security is responsible
for making voting decisions.



Portfolio Administration, in conjunction with the portfolio manager
and the custodian, is responsible for monitoring corporate actions and
ensuring that corporate actions are timely voted.

Client Inquiries

All inquiries by clients as to how Van Eck has voted proxies must
immediately be forwarded to Portfolio Administration.

DISCLOSURE TO CLIENTS



Notification
of Availability of Information Client Brochure.

The Client Brochure or Part II of Form ADV will inform clients that
they can obtain information from VEAC on how their proxies were voted. The
Client Brochure or Part II of Form ADV will be mailed to each client annually.

The Legal Department will be responsible for coordinating the mailing
with Sales/Marketing Departments.

55



Availability of Proxy Voting Information at the clients request or
if the information is not available on VEACs website, a hard copy of the
accounts proxy votes will be mailed to each client.

Recordkeeping
Requirements



VEAC will retain the following documentation and information for each
matter relating to a portfolio security with respect to which a client was
entitled to vote:

-

proxy statements received;

-

identifying number for the portfolio security;

-

shareholder meeting date;

-

brief identification of the matter voted on;

-

whether the vote was cast on the matter and how the vote was cast;

-

how the vote was cast (e.g., for or against proposal, or
abstain; for or withhold regarding election of directors);

-

records of written client requests for information on how VEAC voted
proxies on behalf of the client;

-

a copy of written responses from VEAC to any written or oral client
request for information on how VEAC voted proxies on behalf of the client;
and

-

any documents prepared by VEAC that were material to the decision on
how to vote or that memorialized the basis for the decision, if such
documents were prepared.



Copies of proxy statements filed on EDGAR, and proxy statements and
records of proxy votes maintained with a third party (i.e., proxy voting
service) need not be maintained. The third party must agree in writing to
provide a copy of the documents promptly upon request.



If applicable, any document memorializing that the costs of voting a
proxy exceed the benefit to the client or any other decision to refrain from
voting, and that such abstention was in the clients best interest.



Proxy voting records will be maintained in an easily accessible place
for five years, the first two at the office of VEAC. Proxy statements on file
with EDGAR or maintained by a third party and proxy votes maintained by a
third party are not subject to these particular retention requirements.

56

Proxy Voting Guidelines

I.

General Information

Generally, the Adviser will vote in accordance with the following
guidelines. Where the proxy vote decision maker determines, however, that
voting in such a manner would not be in the best interest of the client, the
investment personnel will vote differently.

If there is a conflict of interest on any management or shareholder
proposals that are voted on a case by case basis, we will follow the
recommendations of an independent proxy service provider.

II.

Officers and Directors

A.

The Board of Directors

Director Nominees in Uncontested Elections

Vote on a case-by-case basis for director nominees, examining factors
such as:



long-term
corporate performance record relative to a market index;



composition
of board and key board committees;



nominees
investment in the company;



whether a
retired CEO sits on the board; and



whether the
chairman is also serving as CEO.

In cases of
significant votes and when information is readily available, we also review:



corporate
governance provisions and takeover activity;



board
decisions regarding executive pay;



director
compensation;



number of
other board seats held by nominee; and



interlocking
directorships.

B.

Chairman and CEO are the Same Person

Vote on a case-by-case basis on shareholder proposals that would
require the positions of chairman and CEO to be held by different persons.

C.

Majority of Independent Directors

Vote on a case-by-case basis shareholder proposals that request that
the board be comprised of a majority of independent directors.

Generally, vote against proposals to eliminate entirely director and
officer liability for monetary damages for violating the duty of care.

Vote for only those proposals that provide such expanded coverage in
cases when a directors or officers legal defense was unsuccessful if: (1) the
director was found to have acted in good faith and in a manner that he
reasonably believed was in the best interests of the company, AND (2) only if
the directors legal expenses would be covered.

G.

Director Nominees in Contested Elections

Vote on a case-by-case basis when the election of directors is
contested, examining the following factors:



long-term
financial performance of the target company relative to its industry;



managements
track record;



background
to the proxy contest;



qualifications
of director nominees (both slates);



evaluation
of what each side is offering shareholders, as well as the likelihood that
the proposed objectives and goals can be met; and



stock
ownership positions.

H.

Board Structure: Staggered vs. Annual
Elections

Generally, vote against proposals to stagger board elections.

Generally, vote for proposals to repeal classified boards and to elect
all directors annually.

I.

Shareholder Ability to Remove Directors

Vote against proposals that provide that directors may be removed only
for cause.

58

Vote for proposals to restore shareholder ability to remove directors
with or without cause.

Vote against proposals that provide that only continuing directors may
elect replacements to fill board vacancies.

Vote for proposals that permit shareholders to elect directors to fill
board vacancies.

J.

Shareholder Ability to Alter the Size of
the Board

Vote for proposals that seek to fix the size of the board.

Vote against proposals that give management the ability to alter the
size of the board without shareholder approval.

III.

Proxy Contests

A.

Reimburse Proxy Solicitation Expenses

Vote on a case-by-case basis proposals to provide full reimbursement
for dissidents waging a proxy contest.

IV.

Auditors

B.

Ratifying Auditors

Vote for proposals to ratify auditors, unless information that is
readily available to the vote decision-maker demonstrates that an auditor has a
financial interest in or association with the company, and is therefore clearly
not independent; or such readily available information creates a reasonable
basis to believe that the independent auditor has rendered an opinion which is
neither accurate nor indicative of the companys financial position.

Vote for shareholder proposals asking for audit firm rotation unless
the rotation period is so short (less than five years) that it would be unduly
burdensome to the company.

V.

Shareholder Voting and Control Issues

A.

Cumulative Voting

Generally, vote against proposals to eliminate cumulative voting.

Generally, vote for proposals to permit cumulative voting.

B.

Shareholder Ability to Call Special
Meetings

Generally, vote against proposals to restrict or prohibit shareholder
ability to call special meetings.

Generally, vote for proposals that remove restrictions on the right of
shareholders to act independently of management.

59

C.

Shareholder Ability to Act by Written
Consent

Generally, vote against proposals to restrict or prohibit shareholder
ability to take action by written consent.

Generally, vote for proposals to allow or make easier shareholder
action by written consent.

D.

Poison Pills

Vote for shareholder proposals that ask a company to submit its poison
pill for shareholder ratification. Vote on a case-by-case basis shareholder
proposals to redeem a companys poison pill.

Vote on a case-by-case basis management proposals to ratify a poison
pill.

E.

Fair Price Provision

Vote on a case-by-case basis when examining fair price proposals,
(where market quotations are not readily available) taking into consideration
whether the shareholder vote requirement embedded in the provision is no more
than a majority of disinterested Shares.

Vote against management proposals to require a supermajority
shareholder vote to approve mergers and other significant business
combinations.

60

J. White
Knight Placements

Vote for shareholder proposals to require approval of blank check
preferred stock issues for other than general corporate purposes or similar
corporate actions.

K. Confidential
Voting

Generally, vote for shareholder proposals that request corporations to
adopt confidential voting, use independent tabulators and use independent
inspectors of election as long as the proposals include clauses for proxy
contests as follows: In the case of a contested election, management is
permitted to request that the dissident group honor its confidential voting
policy. If the dissidents agree, the policy remains in place. If the dissidents
do not agree, the confidential voting policy is waived.

Generally, vote for shareholders proposals that would allow significant
company shareholders equal access to managements proxy material in order to
evaluate and propose voting recommendations on proxy proposals and director
nominees, and in order to nominate their own candidates to the board.

M. Bundled
Proposals

Generally, vote on a case-by-case basis bundled or conditioned proxy
proposals. In the case of items that are conditioned upon each other, we
examine the benefits and costs of the packaged items. In instances when the
joint effect of the conditioned items is not in shareholders best interests,
we vote against the proposals. If the combined effect is positive, we support
such proposals.

N. Shareholder
Advisory Committees

Vote on a case-by-case basis proposals to establish a shareholder
advisory committee.

VI.

Capital Structure

A. Common
Stock Authorization

Vote on a case-by-case basis proposals to increase the number of Shares
of common stock authorized for issue.

Generally, vote against proposed common stock authorizations that
increase the existing authorization by more than 100% unless a clear need for
the excess Shares is presented by the company.

B. Stock
Distributions: Splits and Dividends

Generally, vote for management proposals to increase common share
authorization for a stock split, provided that the split does not result in
an increase of authorized but unissued Shares of more than 100% after giving
effect to the Shares needed for the split.

61

C. Reverse
Stock Splits

Generally, vote for management proposals to implement a reverse stock
split, provided
that the reverse split does not result in an increase of authorized but
unissued Shares of more than 100% after giving effect to the Shares needed for
the reverse split.

D. Blank
Check Preferred Authorization

Generally, vote for proposals to create blank check preferred stock in
cases when the company expressly states that the stock will not be used as a
takeover defense or carry superior voting rights.

Vote on a case-by-case basis proposals that would authorize the
creation of new classes of preferred stock with unspecified voting, conversion,
dividend and distribution, and other rights.

Vote on a case-by-case basis proposals to increase the number of
authorized blank check preferred Shares.

E. Shareholder
Proposals Regarding Blank Check Preferred Stock

Generally, vote for shareholder proposals to have blank check preferred
stock placements, other than those Shares issued for the purpose of raising
capital or making acquisitions in the normal course of business, submitted for
shareholder ratification.

F. Adjust
Par Value of Common Stock

Vote on a case-by-case basis management proposals to reduce the par
value of common stock.

G. Preemptive
Rights

Vote on a case-by-case basis proposals to create or abolish preemptive
rights. In evaluating proposals on preemptive rights, we look at the size of a
company and the characteristics of its shareholder base.

H. Debt
Restructurings

Vote on a case-by-case basis proposals to increase common and/or
preferred Shares and to issue Shares as part of a debt restructuring plan. We
consider the following issues:



Dilution - How much will ownership interest of existing shareholders
be reduced, and how extreme will dilution to any future earnings be?



Change In Control - Will the transaction result in a change in
control of the company?



Bankruptcy - Is the threat of bankruptcy, which would result in
severe losses in shareholder value, the main factor driving the debt restructuring?

Generally, we approve proposals that facilitate debt restructurings
unless there are clear signs of self-dealing or other abuses.

I. Share
Repurchase Programs

Vote for management proposals to institute open-market share repurchase
plans in which all shareholders may participate on equal terms.

62

VII.

Executive Compensation

In general, we vote on a case-by-case basis on executive compensation
plans, with the view that viable compensation programs reward the creation of
stockholder wealth by having a high payout sensitivity to increases in
shareholder value.

VIII.

Compensation Proposals

A. Amendments
That Place a Cap on Annual Grants

Vote for plans that place a cap on the annual grants any one
participant may receive.

B.
Amend
Administrative Features

Vote for plans that simply amend shareholder-approved plans to include
administrative features.

Vote on amendments to existing plans to increase Shares reserved and to
qualify the plan for favorable tax treatment should be evaluated on a
case-by-case basis.

E.
Approval of Cash or
Cash-and-Stock Bonus Plans

Vote for cash or cash-and-stock bonus plans to exempt the compensation
from taxes.

F.
Shareholder Proposals
to Limit Executive Pay

Vote on a case-by-case basis all shareholder proposals that seek
additional disclosure of executive pay information.

Vote on a case-by-case basis all other shareholder proposals that seek
to limit executive pay.

Vote for shareholder proposals to expense options, unless the company
has already publicly committed to expensing options by a specific date.

G.
Golden and Tin
Parachutes

Vote for shareholder proposals to have golden and tin parachutes
submitted for shareholder ratification.

Vote on a case-by-case basis all proposals to ratify or cancel golden
or tin parachutes.

H.
Employee Stock
Ownership Plans (ESOPS)

Vote on a case-by-case basis proposals that request shareholder
approval in order to implement an ESOP or to increase authorized Shares for
existing ESOPs, except in cases when the number of Shares allocated to the ESOP
is excessive (i.e., generally greater than 5% of outstanding Shares).

63

I.
401(k) Employee
Benefit Plans

Generally, vote for proposals to implement a 401(k) savings plan for
employees.

Vote on a case-by-case basis proposals related to spin-offs depending
on the tax and regulatory advantages, planned use of sale proceeds, market
focus and managerial incentives.

D.
Asset Sales

Vote on a case-by-case basis proposals related to asset sales after
considering the impact on the balance sheet/working capital, value received for
the asset, and potential elimination of diseconomies.

64

E.
Liquidations

Vote on a case-by-case basis proposals related to liquidations after
reviewing managements efforts to pursue other alternatives, appraisal value of
assets, and the compensation plan for executives managing the liquidation.

F.
Appraisal Rights

Vote for proposals to restore, or provide shareholders with, rights of
appraisal.

G.
Changing Corporate
Name

Vote on a case-by-case basis proposal to change the corporate name.

XI.

Mutual Fund Proxies

A.
Election of
Trustees

Vote on trustee nominees on a case-by-case basis.

B.
Investment Advisory
Agreement

Vote on investment advisory agreements on a case-by-case basis.

C.
Fundamental
Investment Restrictions

Vote on amendments to a funds fundamental investment restrictions on a
case-by-case basis.

D.
Distribution
Agreements

Vote on distribution agreements on a case-by-case basis.

XII.

Social and Environmental Issues

In general we vote on a case-by-case basis on shareholder social and
environmental proposals, on the basis that their impact on share value can
rarely be anticipated with any high degree of confidence.

In most cases, however, we vote for disclosure reports that seek
additional information, particularly when it appears companies have not
adequately addressed shareholders social and environmental concerns.

In determining our vote on shareholder social and environmental
proposals, we analyze factors such as:



whether adoption of the proposal would have either a positive or
negative impact on the companys short-term or long-term share value;



the percentage of sales, assets and earnings affected;



the degree to which the companys stated position on the issues could
affect its reputation or sales, or leave it vulnerable to boycott or
selective purchasing; whether the issues presented should be dealt with
through government or companyspecific action;

65



whether the company has already responded in some appropriate manner
to the request embodied in a proposal;



whether the companys analysis and voting recommendation to
shareholders is persuasive;



what other companies have done in response to the issue;



whether the proposal itself is well framed and reasonable; whether
implementation of the proposal would achieve the objectives sought in the
proposal; and



whether the subject of the proposal is best left to the discretion of
the board.

66

APPENDIX B

STANDARD & POORS ISSUE CREDIT RATING DEFINITIONS

A
Standard & Poors issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial obligation,
a specific class of financial obligations, or a specific financial program
(including ratings on medium-term note programs and commercial paper programs).
It takes into consideration the creditworthiness of guarantors, insurers, or
other forms of credit enhancement on the obligation and takes into account the
currency in which the obligation is denominated. The opinion evaluates the
obligors capacity and willingness to meet its financial commitments as they
come due, and may assess terms, such as collateral security and subordination,
which could affect ultimate payment in the event of default. The issue credit
rating is not a recommendation to purchase, sell, or hold a financial
obligation, inasmuch as it does not comment as to market price or suitability
for a particular investor.

Issue
credit ratings are based on current information furnished by the obligors or
obtained by Standard & Poors from other sources it considers reliable.
Standard & Poors does not perform an audit in connection with any credit
rating and may, on occasion, rely on unaudited financial information. Credit
ratings may be changed, suspended, or withdrawn as a result of changes in, or
unavailability of, such information, or based on other circumstances.

Issue
credit ratings can be either long term or short term. Short-term ratings are
generally assigned to those obligations considered short-term in the relevant
market. In the U.S., for example, that means obligations with an original
maturity of no more than 365 daysincluding commercial paper. Short-term
ratings are also used to indicate the creditworthiness of an obligor with
respect to put features on long-term obligations. The result is a dual rating,
in which the short-term rating addresses the put feature, in addition to the
usual long-term rating. Medium-term notes are assigned long-term ratings.

Long-Term Issue Credit Ratings

Issue credit ratings are
based, in varying degrees, on the following considerations:



Likelihood
of paymentcapacity and willingness of the obligor to meet its financial
commitment on an obligation in accordance with the terms of the obligation;



Nature
of and provisions of the obligation;



Protection
afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization, or other arrangement under the laws of bankruptcy
and other laws affecting creditors rights.

Issue
ratings are an assessment of default risk, but may incorporate an assessment of
relative seniority or ultimate recovery in the event of default. Junior
obligations are typically rated lower than senior obligations, to reflect the
lower priority in bankruptcy, as noted above. (Such differentiation may apply
when an entity has both senior and subordinated obligations, secured and
unsecured obligations, or operating company and holding company obligations.)

AAA

An
obligation rated AAA has the highest rating assigned by Standard &
Poors. The obligors capacity to meet its financial commitment on the
obligation is extremely strong.

67

AA

An
obligation rated AA differs from the highest-rated obligations only to a
small degree. The obligors capacity to meet its financial commitment on the
obligation is very strong.

A

An
obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligors capacity to meet its financial
commitment on the obligation is still strong.

BBB

An
obligation rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity of the obligor to meet its financial commitment on the
obligation.

BB, B, CCC,
CC, and C

Obligations
rated BB, B, CCC, CC, and C are regarded as having significant speculative
characteristics. BB indicates the least degree of speculation and C the
highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.

BB

An
obligation rated BB is less vulnerable to nonpayment than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions which could lead to the obligors inadequate
capacity to meet its financial commitment on the obligation.

B

An
obligation rated B is more vulnerable to nonpayment than obligations rated
BB, but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligors capacity or willingness to meet its
financial commitment on the obligation.

CCC

An
obligation rated CCC is currently vulnerable to nonpayment, and is dependent
upon favorable business, financial, and economic conditions for the obligor to
meet its financial commitment on the obligation. In the event of adverse
business, financial, or economic conditions, the obligor is not likely to have
the capacity to meet its financial commitment on the obligation.

CC

An
obligation rated CC is currently highly vulnerable to nonpayment.

68

C

A
C rating is assigned to obligations that are currently highly vulnerable to
nonpayment, obligations that have payment arrearages allowed by the terms of
the documents, or obligations of an issuer that is the subject of a bankruptcy
petition or similar action which have not experienced a payment default. Among
others, the C rating may be assigned to subordinated debt, preferred stock or
other obligations on which cash payments have been suspended in accordance with
the instruments terms or when preferred stock is the subject of a distressed
exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is
less than par.

D

An
obligation rated D is in payment default. The D rating category is used
when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poors believes
that such payments will be made during such grace period. The D rating also
will be used upon the filing of a bankruptcy petition or the taking of similar
action if payments on an obligation are jeopardized. An obligations rating is
lowered to D upon completion of a distressed exchange offer, whereby some or
all of the issue is either repurchased for an amount of cash or replaced by
other instruments having a total value that is less than par.

Plus (+) or
minus (-)

The
ratings from AA to CCC may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories.

NR

This
indicates that no rating has been requested, that there is insufficient information
on which to base a rating, or that Standard & Poors does not rate a
particular obligation as a matter of policy.

SHORT-TERM
ISSUE CREDIT RATINGS

A-1

A
short-term obligation rated A-1 is rated in the highest category by Standard
& Poors. The obligors capacity to meet its financial commitment on the
obligation is strong. Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligors capacity to meet its
financial commitment on these obligations is extremely strong.

A-2

A
short-term obligation rated A-2 is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rating categories. However, the obligors capacity to meet its financial
commitment on the obligation is satisfactory.

A-3

A
short-term obligation rated A-3 exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

69

B

A
short-term obligation rated B is regarded as having significant speculative
characteristics. Ratings of B-1, B-2, and B-3 may be assigned to indicate
finer distinctions within the B category. The obligor currently has the
capacity to meet its financial commitment on the obligation; however, it faces
major ongoing uncertainties which could lead to the obligors inadequate
capacity to meet its financial commitment on the obligation.

B-1.

A
short-term obligation rated B-1 is regarded as having significant speculative
characteristics, but the obligor has a relatively stronger capacity to meet its
financial commitments over the short-term compared to other speculative-grade
obligors.

B-2.

A
short-term obligation rated B-2 is regarded as having significant speculative
characteristics, and the obligor has an average speculative-grade capacity to
meet its financial commitments over the short-term compared to other
speculative-grade obligors.

B-3.

A
short-term obligation rated B-3 is regarded as having significant speculative
characteristics, and the obligor has a relatively weaker capacity to meet its
financial commitments over the short-term compared to other speculative-grade
obligors.

C

A
short-term obligation rated C is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

D

A
short-term obligation rated D is in payment default. The D rating category
is used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poors believes
that such payments will be made during such grace period. The D rating also
will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

DUAL
RATINGS

Standard
& Poors assigns dual ratings to all debt issues that have a put option
or demand feature as part of their structure. The first rating addresses the
likelihood of repayment of principal and interest as due, and the second rating
addresses only the demand feature. The long-term rating symbols are used for
bonds to denote the long-term maturity and the short-term rating symbols for
the put option (for example, AAA/A-1+). With U.S. municipal short-term demand
debt, note rating symbols are used with the short-term issue credit rating
symbols (for example, SP-1+/A-1+).

70

MOODYS
CREDIT RATING DEFINITIONS

Aaa

Bonds
and preferred stock which are rated Aaa are judged to be of the highest
quality, with minimal credit risk.

Aa

Bonds
and preferred stock which are rated Aa are judged to be of high quality and are
subject to very low credit risk.

A

Bonds
and preferred stock which are rated A are considered upper-medium grade and are
subject to low credit risk.

Baa

Bonds
and preferred stock which are rated Baa are subject to moderate credit risk.
They are considered medium-grade and as such may possess certain speculative
characteristics.

Ba

Bonds
and preferred stock which are rated Ba are judged to have speculative elements
and are subject to substantial credit risk.

B

Bonds
and preferred stock which are rated B are considered speculative and are
subject to high credit risk.

Caa

Bonds
and preferred stock which are rated Caa are of poor standing and are subject to
very high credit risk.

Ca

Bonds
and preferred stock which are rated Ca are highly speculative and are likely
in, or very near, default, with some prospect of recovery of principal and
interest.

C

Bonds and preferred stock which are rated C are the lowest rated class
of bonds/preferred stock and are typically in default, with little prospect for
recovery of principal or interest.

71

PART C: OTHER INFORMATION

Item 28.

Exhibits:

(a)

Amended and
Restated Declaration of Trust.

(b)

Bylaws of
the Trust.

(c)

Not
applicable.

(d)(1)

Form of
Investment Management Agreement between the Trust and Van Eck Associates
Corporation (with respect to Market VectorsGold Miners ETF).*

(d)(2)

Form of
Investment Management Agreement between the Trust and Van Eck Associates
Corporation (with respect to all portfolios except for Market VectorsGold
Miners ETF).***

(d)(3)

Form of
Investment Management Agreement between the Trust and Van Eck Associates
Corporation (with respect to certain municipal portfolios). ###

(e)(1)

Form of
Distribution Agreement between the Trust and Van Eck Securities Corporation.**

(e)(2)

Form of
Participant Agreement.*

(f)

Not
applicable.

(g)

Form of
Custodian Agreement between the Trust and The Bank of New York.*

(h)(1)

Form of Fund
Accounting Agreement between the Trust and The Bank of New York.*

(h)(2)

Form of
Transfer Agency Services Agreement between the Trust and The Bank of New
York.*

(h)(3)

Form of
Sub-License Agreement between the Trust and the Van Eck Associates Corp.*

Incorporated by the
reference to the Registrants Registration Statement filed on April 28, 2006.

**

Incorporated by reference
to the Registrants Registration Statement filed on May 11, 2006.

***

Incorporated by reference
to the Registrants Registration Statement filed on October 6, 2006.

****

Incorporated by reference
to the Registrants Registration Statement filed on April 9, 2007.

*****

Incorporated by reference
to the Registrants Registration Statement filed on July 30, 2007.

******

Incorporated by reference
to the Registrants Registration Statement filed on November 2, 2007.



Incorporated by reference
to the Registrants Registration Statement filed on December 31, 2007.



Incorporated by reference
to the Registrants Registration Statement filed on February 15, 2008.



Incorporated by reference
to the Registrants Registration Statement filed on April 21, 2008.



Incorporated by reference
to the Registrants Registration Statement filed on July 8, 2008.



Incorporated by reference
to the Registrants Registration Statement filed on August 8, 2008.



Incorporated by reference
to the Registrants Registration Statement filed on November 25, 2008.



Incorporated by reference
to the Registrants Registration Statement filed on December 23, 2008.



Incorporated by reference
to the Registrants Registration Statement filed on January 28, 2009.



Incorporated by reference
to the Registrants Registration Statement filed on February 6, 2009.



Incorporated by reference
to the Registrants Registration Statement filed on April 21, 2009.



Incorporated by reference
to the Registrants Registration Statement filed on May 8, 2009.

^

Incorporated by reference
to the Registrants Registration Statement filed on September 4, 2009.

^^

Incorporated by reference
to the Registrants Registration Statement filed on November 9, 2009.

^^^

Incorporated by reference
to the Registrants Registration Statement filed on November 20, 2009.

^^^^

Incorporated by reference
to the Registrants Registration Statement filed on February 16, 2010.

^^^^^

Incorporated by reference
to the Registrants Registration Statement filed on March 29, 2010.

#

Incorporated by reference
to the Registrants Registration Statement filed on April 5, 2010.

##

Incorporated by reference
to the Registrants Registration Statement filed on June 28, 2010.

###

Incorporated by reference
to the Registrants Registration Statement filed on August 27, 2010.

####

Incorporated by reference
to the Registrants Registration Statement filed on October 20, 2010.

#####

To be filed by amendment.

Item 29.

Persons Controlled by or Under Common
Control with Registrant

None.

Item 30.

Indemnification

Pursuant to
Section 10.2 of the Amended and Restated Declaration of Trust, all persons that
are or have been a Trustee or officer of the Trust (collectively, the Covered
Persons) shall be indemnified by the Trust to the fullest extent permitted by
law against liability and against all expenses reasonably incurred or paid by
him in connection with any claim, action, suit, or proceeding in which he or
she becomes involved as a party or otherwise by virtue of his being or having
been a Trustee or officer and against amounts paid or incurred by him in the
settlement thereof. No indemnification will be provided to a Covered Person who
shall have been adjudicated by a court or body before which the proceeding was
brought to be liable to the Trust or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office or not to have acted in good faith in the
reasonable belief that his action was in the best interest of the Trust; or in
the event of a settlement, unless there has been a determination that such
Trustee or officer did not engage in willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.

Article XII
of the Trusts Bylaws, to the maximum extent permitted by Delaware law in
effect from time to time, the Trust shall indemnify and, without requiring a
preliminary determination of the ultimate entitlement to indemnification, shall
pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former trustee or officer
of the Trust and who is made a party to the proceeding by reason of his or her
service in that capacity or (b) any individual who, while a director of the
Trust and at the request of the Trust, serves or has served as a trustee,
officer, partner or trustee of another corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of his or her
service in that capacity. The Trust may, with the approval of its Board of
Trustees, provide such indemnification and advance for expenses to a person who
served a predecessor of the Trust in any of the capacities described in (a) or
(b) above and to any employee or agent of the Trust or a

predecessor of the Trust; provided that no provision of Article XII
shall be effective to protect or purport to protect any trustee or officer of
the Trust against liability to the Trust or its stockholders to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
or her office.

The Trust has
agreed to indemnify and hold harmless the Trustees against any and all expenses
actually and reasonably incurred by the Trustee in any proceeding arising out
of or in connection with the Trustees service to the Trust, to the fullest
extent permitted by the Amended and Restated Agreement and Declaration of Trust
and Bylaws of the Fund and Title 12, Part V, Chapter 38 of the Delaware Code,
and applicable law.

Item 31.

Business and Other Connections of
Investment Manager

See
Management in the Statement of Additional Information. Information as to the
directors and officers of the Adviser is included in its Form ADV filed with
the SEC and is incorporated herein by reference thereto.

All
accounts, books and other documents required to be maintained by Section 31(a)
of the 1940 Act and the Rules thereunder will be maintained at the offices of
The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286.

Item 34.

Management Services

Not applicable.

Item 35.

Undertakings

Not
applicable.

SIGNATURES

Pursuant
to the requirements of the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York on the 7th
day of January 2011.

MARKET
VECTORS ETF TRUST

By:

/s/ Jan F.
van Eck*

Name: Jan F.
van Eck

Title:
President and Chief Executive Officer

Pursuant to
the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following person in the capacities and on the date
indicated.